April 15, 2008 -- RiT Technologies (Tel Aviv, Israel), a provider of physical network infrastructure control and management platforms, announced that certain of its principal shareholders, i.e. brothers Yehuda and Zohar Zisapel, the chairman of the company's board of directors and the company's co-founder, respectively, and Dr. Meir Barel, a director of the company, informed RiT that they entered into an agreement for the sale of their entire shareholdings in RiT to STINS COMAN Inc., a Russian corporation headquartered in Moscow, who has been RiT's distributor since 1994.
According to a press release, under the agreement, the selling shareholders agreed to sell to STINS COMAN all of the 5,122,521 RiT shares held by them (or their affiliates), representing approximately 34.9% of RiT's outstanding share capital, for an aggregate purchase price of $4,405,368, or $0.86 per share, to be paid at closing.
The closing of the transaction, which is expected to occur in the second quarter of 2008, is subject to customary closing conditions, including, as required by Israeli law, the completion by STINS COMAN of a partial tender offer to purchase RiT shares representing at least 5% of the voting power in RiT at the price of $0.86 per share or 15% above the market price of RiT shares at the time the offer is published, whichever is higher. The tender offer is expected to commence in the next few weeks.
In addition, at the closing, the selling shareholders will grant STINS COMAN a right of first refusal with respect to their existing warrants to purchase a total of 302,679 RiT shares at an exercise price of $1.75 per share. Under such right of first refusal, STINS COMAN will be entitled to purchase such warrants at the then current value Black-Scholes Value prior to the exercise or transfer of such warrants by any of the selling shareholders.
Mr. Sergey N. Anisimov, president of STINS COMAN, commented, "STINS COMAN welcomes the opportunity to become a major investor in RiT. Having been RiT's distributor and business partner in Russia in the past 14 years enabled us to gain a deep knowledge of RiT's business, market, products and innovative technologies. Going forward, we have confidence that RiT, using the experience and support of our company, has the ability to strengthen its leadership position and build a positive momentum in this market so as to capture its growth opportunities."