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Kaltura Fights Panopto Takeover Bid with Poison Pill


Kaltura Executive Team — Company Photo

Israel’s Kaltura, which provides live and on-demand video SaaS solutions, is attempting to fend off a hostile takeover bid being made by American video platform Panopto by taking what is commonly known as a “Poison Pill.” At the end of July, it was reported that Panopto is offering $3 a share in its bid which would give Kaltura a $383 million valuation. And the $3 price represents as much as 27% above Katura’s share value at the time the offer was revealed.

Kaltura announced that its board of directors adopted a limited duration stockholder rights plan. This is commonly known as a poison pill because it dilutes the value of the company’s stock by issuing more stock.

Under the plan, one preferred stock purchase right will be distributed for each share of common stock held by stockholders of record on August 22, 2022. Under certain circumstances, each right will entitle stockholders to buy one one-thousandth of a share of newly-created Series A Junior Participating Preferred Stock of the Company at an exercise price of $13.00. The Company’s Board of Directors will be entitled to redeem the rights at $0.01 per right at any time before a person or group has acquired 10% (20% in the case of a passive institutional investor) or more of the outstanding common stock. The rights will expire on August 6, 2023, subject to the Company’s right to extend such date, unless earlier redeemed or exchanged by the Company or terminated.

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In a statement, Kaltura explained, “The Board of Directors believes that the rights plan will help promote the fair and equal treatment of all stockholders of the Company and ensure that the Board remains in the best position to discharge its fiduciary duties to the Company and its stockholders. The rights plan will guard against open market accumulations and other coercive tactics, aimed at gaining control of the Company and adversely impacting the market in the Company’s common stock without paying all stockholders a full control premium for their shares.”

Founded in 2007, Panopto provides businesses and universities with an video content management system (VCMS), along with integrated tools for creating online presentations, recording screencasts, lecture capture, webcasting live events, delivering online training, and more

Founded in 2006 by its President Michal Tsur and CEO Ron Yekutiel, Kaltura offers a video platform, video management, video publishing, video streaming, interactive video, media management, media distribution, video portals, video players, video solutions, online video, mobile video, video conferencing, video communication, online meetings, meeting solutions, webinars, town halls, lecture capture, cloud tv, OTT TV, video cloud, video platform as a service, media services, vpaas, podcasting, and video messaging services.

Kaltura provides live and on-demand video SaaS solutions to thousands of organizations around the world, engaging hundreds of millions of viewers at home, at work, and at school. This is especially important during the Coronavirus crisis as the shutdowns have required countless people to work remotely. And with schools closed kids are learning from home.



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