VIRYANET LTD (OTC:VRYAF)

WESTBOROUGH, Mass.--(BUSINESS WIRE)--ViryaNet Limited (OTCQB: VRYAF), a leading provider of software solutions that optimize and allow for the continuous improvement of service processes for mobile workforces, announced today the completion of its previously announced acquisition by Verisae, Inc. (“Verisae”).

The acquisition agreement was first announced on June 10, 2014 and the transaction closed and became effective today.

ViryaNet shareholders will receive $3.19 in cash for each ordinary share held by them as of the effective time of the merger, less any applicable withholding taxes. As a result of the completion of the merger, the ordinary shares of ViryaNet will be deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”) and will no longer be quoted on the OTCQB. ViryaNet will cease filing reports pursuant to the Exchange Act, and ViryaNet expects no further trading in its ordinary shares after the close of business on August 26, 2014.

As a result of the acquisition, ViryaNet will become a strategic business unit of Verisae, a privately held company backed by Marlin Equity Partners. Verisae is the leading global provider of the Connected Facility – the integrated software platform that combines maintenance, machine to machine monitoring, energy, and sustainability software solutions into one.

WESTBOROUGH, Mass.--(BUSINESS WIRE)--ViryaNet Limited (OTC QB:VRYAF), a leading provider of software solutions that optimize and allow for the continuous improvement of service processes for mobile workforces, announced today, that at special meetings of its Preferred and Ordinary Shareholders held on July 24, 2014, at 4 pm local time at the company’s principal executive offices at 8 HaMarpe Street, Har Hotzvim, Jerusalem 91450, Israel, the shareholders approved:

(i) the execution by the Company of, and the consummation by the Company of the transactions contemplated by, the Agreement and Plan of Merger, dated as of June 10, 2014 (the “Merger Agreement”) by and among the Company, Verisae, Inc. (“Parent”), a Minnesota corporation, and Viking Acquisition Ltd. (“Merger Sub”), an Israeli company and a wholly-owned subsidiary of Parent; (ii) the merger of Merger Sub with and into the Company (the “Merger”) on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with Sections 314-327 of the Israeli Companies Law, 1999 (together with the rules and regulations promulgated thereunder, the “ICL”), following which Merger Sub will cease to exist as a separate legal entity and the Company will become a wholly-owned subsidiary of the Parent; and (iii) all other transactions contemplated by the Merger Agreement, including, without limitation, with respect to insurance for the benefit of directors and executive officers of the Company.

The shareholders approved the Merger and all other transactions contemplated by the Merger Agreement, with approximately 99.7% majority of the Ordinary Share votes cast and 100% of the Preferred A Share votes cast. The closing of the Merger remains subject to regulatory approvals in Israel and the satisfaction of the conditions set forth in the Merger Agreement.

WESTBOROUGH, Mass.--(BUSINESS WIRE)--ViryaNet Limited (OTC QB:VRYAF), a leading provider of software solutions that optimize and allow for the continuous improvement of service processes for mobile workforces, today announced that it has signed a share purchase agreement, agreeing to be acquired by Verisae, Inc. (“Verisae”).

“Together with Verisae, we are better positioned to accelerate the delivery of our joint vision, which will benefit our employees, customers and future growth.”

The agreement calls for Verisae to acquire ViryaNet for a cash consideration of $18,825,000, subject to a net cash adjustment to be made as of the closing of the transaction. ViryaNet currently anticipates that the consideration per share payable at closing shall be in the range of $3.15 - $3.40 per share. Closing is expected within approximately 60 days, subject to regulatory approvals in Israel and approval by ViryaNet’s shareholders.

As a result of the acquisition, ViryaNet will become a strategic business unit of Verisae, Inc, the leading global provider of the Connected Facility – the integrated software platform that combines maintenance, machine to machine monitoring, energy, and sustainability software solutions into one.

“The acquisition of ViryaNet is an exciting opportunity to continue our mobile workforce management journey and to deliver innovative solutions that empower service organizations to achieve their business goals,” stated Memy Ish-Shalom, President and Chief Executive Officer of ViryaNet. “Together with Verisae, we are better positioned to accelerate the delivery of our joint vision, which will benefit our employees, customers and future growth.”

“We are pleased to have ViryaNet as part of Verisae’s family of cloud software products,” stated Jerry Dolinsky, CEO of Verisae. “By adding ViryaNet’s comprehensive mobile workforce capability to our end-to-end facility platform, our customers will have the ability to improve the productivity of their mobile workforce. The combination of our companies will allow us to better understand and support the needs of the market throughout the entire spectrum of the service supply chain.”

ViryaNet management expects to issue a proxy statement with further details about the transaction in the coming days. The transaction is subject to approval by ViryaNet shareholders and certain other approvals.

AGC Partners acted as financial advisor to ViryaNet in this transaction.

First Quarter 2014 Results

• Quarterly revenues of approximately $2.4 million represented a year-over-year decrease of 18.8% compared to approximately $2.9 million
• First quarter 2014 net loss of $379,000, or $0.09, in basic and diluted loss per share compared to net income of $243,000, or $0.06, in basic and diluted income per share in the same period of last year

“Our business remains in good shape despite the lack of new licensing revenues in the first quarter,” stated Memy Ish-Shalom, President and Chief Executive Officer of ViryaNet. “Long and unpredictable sales cycles are typical in our business, and while we are not satisfied with our performance in the first quarter, we are increasingly confident in our long-term business model. We have seen significant growth in our deal pipeline, both in terms of the number of deals, as well as their aggregate value. The investments we have made into our business and the unique products and services that ViryaNet now offers should continue to drive our performance and enable us to reach our growth objectives this year and beyond.”

Mr. Ish-Shalom continued, “Industry demand remains robust and the level of interest in our cloud offerings from both new and existing customers continues to increase, affirming our confidence in ViryaNet’s competitive positioning and industry-leading solution. We are excited about the growth prospects we see on the horizon in the global workforce management space as well as the strong demand for the cloud-based offerings we launched at the end of 2013. Our investment in new products designed for smart devices, integrating a business value focus performance management practice into our offering and a cloud-based delivery option, in particular, is opening up access to new vertical markets for mobile workforce solutions, and creating opportunities for us to increase our recurring revenues, with customers of varying sizes. We expect to announce a cloud-based deployment for a large new customer managing hundreds of facilities in the very near term.”

Fourth Quarter 2013 Results

• Quarterly revenues of $3.4 million represented a year-over-year increase of 15% compared to $2.9 million and a sequential increase of 21% compared to $2.8 million in the third quarter of 2013
• Record fourth quarter 2013 net income represents an increase of 125% to $832,000, or $0.20 in basic and $0.19 in diluted EPS compared to $369,000, or $0.09 in basic and diluted EPS in same period of 2012 and increased 172% sequentially from $306,000, or $0.07 in basic and diluted EPS in the third quarter of 2013

“The results for the quarter and full year ended December 31, 2013 reflect the progress made in delivering a competitive solution, leveraging existing partnerships with vertical markets leaders and maintaining long-term relationships with our blue chip customer base. This momentum combined with stronger market demand for mobile workforce management solutions led to a strong 2013,” stated Memy Ish-Shalom, President and Chief Executive Officer of ViryaNet. “Our record net income of $1.5 million for 2013 was driven by exceptionally strong licensing revenues in the fourth quarter, which at $928,000, represented 83% growth over the prior year’s same quarter and 180% sequential growth.”

Mr. Ish-Shalom continued, “In the last 18 months, we launched a unique performance management practice to complement our solution to empower our customers to achieve their business objectives. In addition, we delivered new products which improve the productivity of users through exceptional user experience and advanced exception management capabilities. Adhering to the smart devices revolution, we introduced the first native, voice-enabled mobile application in our space. Our competitive solution and our partner channel-focused strategy, with GE and other market leaders, is providing us with the ability to win larger and more complex business deals. The investments in new and competitive offerings also generated demand from existing customers to place orders for new products. During the fourth quarter, we signed new business to deploy the ViryaNet solution to one new customer in Europe through our partnership with GE and license orders from two existing customers in the US to accommodate their growth through acquisition. Total bookings for the year increased by 10%; an additional multi-million dollar services order from an existing customer shifted from 2013 and we expect to close it during the first part of 2014.”

Mr. Ish-Shalom concluded, “We continue to see positive trends in the number and size of opportunities in the pipeline as increased demands for mobile workforce management solutions continue to emerge in a market that is largely underpenetrated. We also expect to see incremental business in the beginning of 2014 as a result of our new cloud offering, which we launched in the fourth quarter. This will also extend our ability to apply our solution to broader sectors in the market. We are pleased with the progress and momentum build we saw in the second half of the year, as compared to the same period of last year - with total revenue up 23%, license revenue up 135% and net profit up 298% (in each case relative to the second half of 2012) - and we are looking forward to another year of growth in 2014.”