The stock and cash transaction is said to be valued at approximately $394 million. According to the agreement, Visual Sciences shareholders will receive $2.39 in cash per share and a fixed exchange ratio of 0.49 shares of Omniture stock for each Visual Sciences share, on a fully diluted basis. Based on Omniture’s closing price on Wednesday, Oct. 24, 2007, this yields a total consideration of $18.04 per share. Upon the close of the transaction, Visual Sciences stockholders will own approximately 13.7 percent of the combined company on a pro forma basis. The acquisition, which is expected to close in early- to mid-2008, is subject to customary closing conditions, including approval of stockholders of both companies and regulatory approvals. |