Chyron Corporation, a provider of graphics as a service for on-air and digital video applications, has signed a definitive agreement to acquire Hego AB and its subsidiaries (collectively, “Hego Group”), a leading provider of powerful graphics and data visualization solutions for TV and sports. Hego Group is a privately-held company with its headquarters in Stockholm, Sweden, and has operations in Norway, Finland, Czech Republic, UK and USA. The combined company will be rebranded as ChyronHego.
The transaction will take the form of a stock transaction whereby Chyron will issue a number of shares of Chyron common stock which will represent 40 per cent of its aggregate shares of common stock outstanding, including certain outstanding options, after the closing, in exchange for all of Hego’s outstanding capital stock. Upon the achievement of certain revenue milestones during 2013, 2014 and/or 2015, Hego’s shareholders will also be entitled to receive additional shares of Chyron common stock such that the total number of shares of Chyron common stock issued in the transaction is equal to 50 per cent of the aggregate shares of Chyron common stock outstanding, including certain outstanding options, after the closing.
The transaction is subject to customary closing conditions, including the approval by Chyron’s shareholders, and is expected to close in the second quarter of 2013. Chyron’s board of directors unanimously approved the transaction and Chyron shareholders representing 40% of Chyron’s outstanding common stock have committed to vote in favor of the transaction. At the closing of the transaction, Johan Apel, chairman and CEO of Hego Group, will be elected to Chyron’s board of directors and will be appointed president and COO of ChyronHego. Michael Wellesley-Wesley, president and CEO of Chyron, will remain as ChyronHego CEO. Hego’s shareholders will also be entitled to appoint one other member to Chyron’s board of directors. Morpheus Capital Advisors acted as exclusive financial advisor and provided a fairness opinion to Chyron’s board of directors that the transaction was fair to Chyron and its shareholders from a financial point of view as of the date of this press release.
“The merger of Chyron and Hego brings together two pioneering companies to create a global leader in broadcast graphics creation, playout, and real-time data visualization. This is a truly transformative transaction for Chyron,” said Michael Wellesley-Wesley. “By combining the teams and resources of Chyron and Hego, we will deliver to our customers a highly diverse and compelling broadcast graphics capability.”
The Chyron and Hego product lines are complementary with very little overlap. Hego’s solutions predominantly address the needs of live sports production with product categories such as Augmented Reality and Virtual Product Placement, Telestration, and Production Services offerings based around their proprietary Image and Player Tracking solutions. For its part, Chyron has recently been more focused on graphics solutions for live and near-live news production workflows. Upon consummation of the transaction, it is anticipated that ChyronHego would vault to second place in terms of global market share.
Mr. Wellesley-Wesley also added, “Hego is a well-managed, fast growing, profitable company with state-of-the-art products. ChyronHego will be focused on near- and long-term value creation for its shareholders, and we believe its comprehensive and competitive product portfolio will quickly make it a market leader in our industry.”
“With this merger, we are looking forward to integrating Hego and Chyron solutions and working together to innovate new products and services,” stated Johan Apel, chairman and CEO of Hego Group. “Our objective is to develop powerful, easy-to-use solutions for sports, news and live TV. Hego has grown quickly over the last few years but this merger takes us to a whole new level, especially in North and South America where our offerings have been generating significant interest. We’re excited about this combined company and I believe that our customers are the real beneficiaries.”