Eltek ASA: ELTEK SETTLES ALL DISPUTES WITH CERAGON
02 April 2014 - 5:36PM
Drammen, 2
April 2014. Eltek and Ceragon have entered into a settlement
agreement pursuant to which all claims and disputes between the
parties related to the divestment of Nera Networks are finally
settled.
References is made to previous
announcements regarding the dispute between Eltek ASA and Networks
Holding AS (together, "Eltek") and
Ceragon (UK) Limited, a wholly owned subsidiary of Ceragon Networks
Ltd (together, "Ceragon"), relating
to the divestment of Nera Networks.
Eltek completed on 19 January 2011
the divestment of Nera Networks AS pursuant to a share purchase
agreement of same date (the "Share Purchase
Agreement"). The purchase price was USD 48.5 million on a
cash and debt free basis. For further details on the transaction
reference is made to the stock exchange announcement made on 19
January 2011. Pursuant to the terms of the Share Purchase
Agreement, Eltek provided an extensive set of representations and
warranties for a period of 18 months, i.e. up to 19 July 2012,
except for representation and warranties relating to title and tax
for which the survival period is up to 10 years. USD 10 million of
the purchase price was paid in escrow for 18 months to cover
potential breaches of the representations and warranties as
mentioned above.
On 17 July 2012, Eltek announced
that it on 16 July 2012, had received a claim from Ceragon for
alleged breaches of representations and warranties under the Share
Purchase Agreement, setting out alleged losses for which damages is
sought of approximately USD 18.6 million. In addition, Ceragon
referred to additional exposure related to tax, which allegedly may
become a loss for which a claim will be made. On 24 June 2013
Ceragon filed a writ of summons with the Oslo district court (NO:
Oslo tingrett). The claim consisted of several items and sets out
alleged losses for which damages were sought of approximately USD
21.5 million.
Eltek and Ceragon have yesterday
evening entered into a settlement agreement pursuant to which all
claims and disputes between the parties are finally settled.
Pursuant to the terms of the settlement agreement the parties are
further relieved from all claims, exposures and obligations,
whether actual or contingent, whether known or unknown, that arise
out of, result from, is based or in any way derived from, connected
or related to the Share Purchase Agreement.
Pursuant to the settlement
agreement, Eltek shall make payment to Ceragon of USD 17 million.
The settlement amount is paid by release of the USD 10.15 million
held in escrow and an additional payment of USD 6.85 million. Eltek
has previously made a provision of USD 11 million for liability
under the Share Purchase Agreement. The net result effect of the
settlement will therefore be USD 5.85 million.
For further information, please
contact:
Björn Wigström
Chief Financial Officer
+47 32 20 32 34 / +47 90 53 13 04
About
Eltek ASA:
Eltek is a strategic technology
partner for power solutions. The company reported revenue of NOK
3.7 billion in 2013, and has approximately 2,400 employees and
operations in almost 40 countries. The company focuses on power
electronics markets, where it is one of the leaders in telecom
power and a growing force within industrial applications. Eltek is
also pursuing growth opportunities within the datacenter market.
Eltek is listed on Oslo Stock (ELT:Oslo) Exchange and headquartered
in Drammen, Norway.
This information is subject
of the disclosure requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act.
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Eltek ASA via Globenewswire
HUG#1773650
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