Proposed Acquisition

    RNS Number : 8114K
  Dmatek Ld
  29 December 2008
   


    Dmatek Ltd.: Proposed Acquisition by Francisco Partners

    Shareholders offered £2.15 per share in cash; Transaction valued at £52.9 million ($77.6 million)


    December 29, 2008, Tel Aviv, Israel - Dmatek (LSE: DTK), a leading global provider of remote people monitoring technologies, today
announced that it has entered into a definitive merger agreement with an investor group led by Francisco Partners. Under the terms of the
£52.9 million ($77.6 million) offer, Dmatek shareholders would receive 215p per share in cash, representing a premium of 82 percent relative
to the last unaffected closing price of 118p on 6 October 2008 and 72 percent relative to the average closing price of the 30 trading days
prior to and including 6 October 2008.  Certain current shareholders including clients of Cavendish Asset Management and Chief Executive
Officer Yoav Reisman are supportive of the transaction and will remain shareholders by reinvesting with the new investor group which, in
addition to Francisco Partners, includes Sequoia Capital Israel.

    The Board of Directors of Dmatek has unanimously approved the agreement and will recommend that Dmatek shareholders vote in favour of
the transaction. Already, independent shareholders not reinvesting with the investor group and representing 20.8% of the capital stock have
signed irrevocable undertakings in support of the deal.  The transaction, which is subject to shareholder approval, certain regulatory
approvals and other customary closing conditions, is currently expected to close by the end of March 2009. A Circular to Shareholders will
be despatched as early as possible and contain full details of the proposed transaction and the Merger Agreement as well as convene an
extraordinary general meeting at which the resolutions necessary to approve the transaction will be proposed.  Upon the closing of the
transaction, Dmatek's shares will be delisted from the London Stock Exchange. 

    Yoav Chelouche, Chairman of the Board of Dmatek, said, "We believe that this transaction presents our shareholders, customers, employees
and partners with an exciting opportunity. The Board of Directors has evaluated the Company's strategic alternatives and, after significant
work, decided unanimously to endorse this transaction as being in the best interest of our shareholders and recommends that it be approved
by them. We believe that this transaction recognises the value of Dmatek's unique market position and product portfolio and provides our
shareholders with an attractive cash offer."

    Deep Shah of Francisco Partners said, "Francisco Partners is excited about the potential growth opportunities in Dmatek's core markets,
and is pleased to partner with the company to support its long-term growth strategy. We also believe that Dmatek has a highly talented and
committed team and we look forward to working with them to help the company achieve its full potential."

    BDO Stoy Hayward LLP acted as financial adviser and Shenhav & Co. and Fladgate LLP acted as legal advisers to Dmatek Limited.  Jefferies
International and Market Bridges acted as financial advisers and Meitar Liquornik Geva & Leshem Brandwein and Slaughter & May acted as legal
advisers to Francisco Partners.

    About Dmatek Ltd
    Dmatek is a leading provider of remote people monitoring technologies. Current applications of the company's technology solutions are
marketed by Dmatek's wholly owned subsidiaries - Elmo-Tech Ltd., and Pro-Tec Inc. which address the global law enforcement and corrections
industry and HomeFree Systems, which operates in the emerging elderly monitoring market. Dmatek's systems are used by private operators and
government agencies in over 25 countries worldwide. The company was founded in 1990 and is based in Tel Aviv, Israel. For more information,
visit www.dmatek.com.

    About Francisco Partners
    With nearly $5.0 billion of committed capital and offices in San Francisco and London, Francisco Partners is one of the world's largest
technology-focused private equity funds. The firm was founded to pursue structured investments in technology companies undergoing strategic,
technological, and operational inflection points. Francisco Partners targets majority and minority investments in private companies, public
companies, and divisions of public companies, with transaction values ranging from $30 million to $2.0 billion. The principals of Francisco
Partners have a proven track record, having invested in excess of $3.0 billion of equity capital in over 50 technology companies. For
additional information, visit www.franciscopartners.com.

    About Sequoia Capital
    Since 1972, Sequoia Capital has provided early stage and growth stage venture capital for very smart founders and executives who have
turned great ideas into sustainable companies of enduring value. As the "Entrepreneurs Behind the Entrepreneurs", Sequoia Capital's Partners
have worked with accomplished innovators and operators who built great franchises such as Apple Computer, Cisco Systems, Flextronics,
Google, Informix, Linear Technology, LSI Logic, Microchip, NetScaler, NetScreen, Network Appliance, nVidia, Oracle, PayPal, Redback
Networks, Yahoo! and YouTube. To learn more about Sequoia Capital visit www.sequoiacap.com. 


    Contact Information:
    
Dmatek Ltd.         
    Idit Mor, IRO
    Mobile: [phone]
    [e-mail]   

This information is provided by RNS
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