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March 16, 2009

Harmonic acquires Scopus Video Networks

Scopus gets a pre-ruling from the Israeli Tax Authority with respect to the withholding obligations

By CBR Staff Writer

Harmonic, a provider of broadcast and on-demand video delivery services, has acquired Scopus Video Networks, a provider of digital video networking products.

Under the terms of the merger agreement, which was approved by approximately 90% of the outstanding shareholders of Scopus voting at a special meeting held on February 6, 2009, each ordinary share of Scopus issued and outstanding as of March 12, 2009, has been automatically converted into the right to receive $5.62 in cash (subject to applicable withholding taxes).

In connection with the merger, Scopus has obtained a pre-ruling from the Israeli Tax Authority with respect to the withholding obligations relating to the merger consideration.

According to the pre-ruling, subject to certain exceptions, Scopus shareholders will be subject to withholding tax at the rate of 25%, except that Scopus shareholders that are non-Israeli residents, who hold less than 5% of Scopus’s share capital and purchased their shares following Scopus’s initial public offering, will be fully exempt from Israeli withholding tax and individuals will be subject to withholding tax at the rate of 20%.

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