Board of Directors Recommends Issuing Additional Shares as Consideration for iMedeon Acquisition, Increasing Authorized Share Capital, and Authorizing Reverse Share Split
Southborough, Mass. - March 26, 2002 - ViryaNet (NASDAQ: VRYA), a provider of integrated wireless and Web-based software applications for workforce management and the automation of field and enterprise-wide service delivery, today announced that the Board of Directors has authorized a special meeting of ViryaNet's shareholders to:
-Approve the issuance of 889,618 Ordinary Shares as additional consideration for the acquisition of iMedeon, Inc. per the terms of the merger agreement with iMedeon.
-Approve an increase of the Company's authorized share capital from 35,000,000 to 42,000,000 Ordinary Shares.
-Authorize the Board of Directors to effect a reverse share split of the Company's Ordinary Shares at their discretion, pursuant to Israeli Company Law.
A notice for a special meeting of the shareholders, to be held on April 22, 2002 at ViryaNet's U.S. headquarters at 2 Willow Street, Southborough, Massachusetts, and a proxy statement are being mailed on or about the date of this press release to ViryaNet shareholders.
ViryaNet's Board of Directors has already approved the issuance of additional Ordinary Shares as part of the iMedeon acquisition, and such issuance is subject to shareholders' approval. Under the terms of the iMedeon merger agreement, the Company is obligated, within 90 days of the closing date, to issue up to 889,618 additional Ordinary Shares of the Company. In the event the shareholders do not
approve the issuance of the additional shares, the Company will pay an aggregate amount of $457,932 in lieu of the issuance of the shares.
ViryaNet's Board of Directors recommends that the shareholders approve the authorization of a reverse share split of the Company's Ordinary Shares in order to address the issue of compliance with the minimum bid price requirement for continued listing on The Nasdaq National Market. Upon shareholder approval, the decision whether to implement the reverse share split and the exact ratio of the reverse
share split, if implemented, will be determined by the Company's Board of Directors at its discretion. If the reverse share split is consummated, the number of Ordinary Shares subject to warrants, options, and conversion rights will be appropriately adjusted.
About ViryaNet
ViryaNet is a provider of software solutions that improve the quality and efficiency of an organization's service operations. ViryaNet's flagship product - the award-winning ViryaNet Service Hub - combines the power of the Internet, the freedom of wireless technologies, and the resources of ViryaNet's deep service expertise to help companies improve workforce scheduling, dispatching, and activity
reporting; customer contract and entitlement automation; and asset, logistics and repairs management.
Customers in the consumer goods, grocery and retail, telecommunications, manufacturing, utilities, third-party maintenance, and other industries use ViryaNet Service Hub to transition complex service business processes into a manageable, scalable Internet operation, with the goal of increasing service revenues, decreasing service costs, and maximizing customer satisfaction.
Forward-Looking Statements
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: All forward-looking statements included in this document are based upon information available to ViryaNet Inc. as of the date hereof, and ViryaNet Inc. assumes no obligation to update any such forward-looking statements.