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Chyron Corporation (Nasdaq: CHYR) has signed a definitive agreement to acquire Hego AB and its subsidiaries (collectively, “Hego Group”), a leading provider of powerful graphics and data visualization solutions for TV and sports. Hego Group is a privately-held company with its headquarters in Stockholm, Sweden, and has operations in Norway, Finland, Czech Republic, UK and USA. The combined company will be rebranded as ChyronHego.
The transaction will take the form of a stock transaction whereby Chyron will issue a number of shares of Chyron common stock which will represent 40% of its aggregate shares of common stock outstanding, including certain outstanding options, after the closing, in exchange for all of Hego’s outstanding capital stock. Upon the achievement of certain revenue milestones during 2013, 2014 and/or 2015, Hego’s shareholders will also be entitled to receive additional shares of Chyron common stock such that the total number of shares of Chyron common stock issued in the transaction is equal to 50% of the aggregate shares of Chyron common stock outstanding, including certain outstanding options, after the closing.
The transaction is subject to customary closing conditions, including the approval by Chyron’s shareholders, and is expected to close in the second quarter of 2013. Chyron’s board of directors unanimously approved the transaction and Chyron shareholders representing 40% of Chyron’s outstanding common stock have committed to vote in favor of the transaction. At the closing of the transaction, Johan Apel, chairman and CEO of Hego Group, will be elected to Chyron’s board of directors and will be appointed president and COO of ChyronHego. Michael Wellesley-Wesley, president and CEO of Chyron, will remain as ChyronHego CEO. Hego’s shareholders will also be entitled to appoint one other member to Chyron’s board of directors. Morpheus Capital Advisors acted as exclusive financial advisor and provided a fairness opinion to Chyron’s board of directors that the transaction was fair to Chyron and its shareholders from a financial point of view as of the date of this press release.
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