Incredimail 2013 Annual Report Download - page 136

PERION NETWORK LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
Fair value of Perion vested options represent the fair value of such options attributable to service prior to the closing date
using the stock price on the closing date as an input to the Binomial option-pricing model to determine the fair value of the
options.
NOTE 14:- Subsequent Events
a) On September 16, 2013 , the Company announced an agreement to combine Conduit’s Client Connect business (“ClientConnect”
)
with the Company in an all-
stock transaction. On December 31, 2013 Conduit spun off its ClientConnect business, which includes its
monetization and distribution platform for publishers and developers. On January 2, 2014 (the "closing date") the Company issued
54 , 753,582 shares to ClientConnect’s selling shareholders, and 2 , 820,141 options to ClientConnect’s option holders .
Upon
closing ,
the Company was owned 81% by the existing Conduit shareholders and option holders and 19% by existing Perion
shareholders and option holders, on a fully diluted basis using the treasury stock method as defined in the agreement .
The
transaction has been accounted for as an acquisition of Perion by ClientConnect in accordance with Accounting Standards
Codification Topic 805, “Business Combinations,”
using the acquisition method of accounting with ClientConnect as the accounting
acquirer. Under these accounting standards, the total purchase price is calculated as follows:
(in
thousands,
except price
per share)
Number of shares of Perion ordinary shares outstanding on January 2, 2014
12,524,000
Perion closing price on January 2, 2014 (closing date)
$
12.64
Total fair value of stock consideration
$
158,303
Fair value of vested (for accounting purposes only) Perion options
7,281
Total purchase price
$
165,584
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