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RadView Software Ltd. Announces Execution of Term Sheet
for Financing by Fortissimo Capital Fund
BURLINGTON, Mass.–(BUSINESS WIRE)–January 26 , 2006–RadView Software
Ltd. (OTCBB: RDVWF; the "Company"), a premier provider of solutions for
verifying the performance, scalability and integrity of business critical Web
applications, today announced that Fortissimo Capital Fund ("Fortissimo") on
behalf of itself and certain co-investors has entered into a term sheet with the
Company pursuant to which it would provide a minimum of $1.5 million of
financing to the Company and, at its election, up to an additional $2.25 million
of financing. This financing, comprised of both an equity investment and loans,
is contingent on, among other things, the completion of due diligence,
negotiation of definitive agreements and the approval of the shareholders of the
Company.
Pursuant to a bridge loan agreement entered into between the parties on
January 26, 2006, Fortissimo would provide the Company with a bridge loan in the
amount of $200,000 within the next few days. Fortissimo would also make up to an
additional $300,000 of bridge loans, subject to its approval and compliance by
the Company with an approved budget.
The Company intends to use the net proceeds of the financing to fund its
working capital needs.
"This financing will provide us with the funding to continue to produce
innovative, quality products as we work towards profitability," said Ilan
Kinreich, President and CEO of RadView Software. "We look forward to a
collaborative relationship with Fortissimo to maximize RadView's potential in
the growing worldwide market for Web application quality assurance."
Yuval Cohen, the Managing Partner of Fortissimo stated, "RadView Software,
with its strong technology, stellar customer base, and market potential can
serve as a platform for growth in the enterprise software market. We look
forward to working with the Company on enhancing its market share and attaining
profitability."
Terms of the Financing:
Of the $1.5 million minimum investment, (a) $750,000 will be provided to the
Company as an equity investment in exchange for preferred shares of the Company
at a price of $0.03 per share and (b) $750,000 will be provided to the Company
as a convertible loan, convertible into Preferred Shares of the Company at $0.03
per share. The convertible loan will be provided initially as a $500,000 bridge
loan with an additional $250,000 provided in April 2006. The convertible loan
bears interest at a rate of 8% per annum, and if not converted into Preferred
Shares, will be due and payable 30 days after the third anniversary of the date
of the convertible loan.
The bridge loan shall become part of the convertible loan at the closing of
the equity investment. In the event that the equity investment is not approved,
or for whatever reason not completed, the bridge loan will become due and
payable within 60 days of notice by either party of the termination or an
intention to terminate negotiations of the proposed investment. The bridge loan
and the convertible loan will be secured by a floating charge on all of the
Company's assets and a fixed charge on the Company's intellectual property and
accounts receivable.
Fortissimo will also receive warrants to purchase additional Preferred Shares
at a cost of up to another $3 million at an exercise price of $0.04 per share,
exercisable for a period of five years.
About Fortissimo Capital Funds
Fortissimo Capital is a private
equity fund investing in public and private technology companies that require
capital to expand their business. Fortissimo is a long-term investor and seeks
to partner with management to facilitate growth and maximize value. Fortissimo
is backed by 15 financial institutions including insurance companies, banks and
pension funds. More information about Fortissimo Capital is available at
www.ffcapital.com.
About RadView
RadView(TM) Software Ltd. (OTCBB: RDVWF) is a leading
provider of solutions for verifying the performance, scalability and integrity
of business-critical Web applications. Deployed at over 1,600 customers
worldwide from major industries such as financial services, retail,
manufacturing, education and technology, RadView's award-winning products enable
customers to reduce costs while improving the quality of their Web applications
throughout the development lifecycle. Corporate offices are located in
Burlington, MA. For more information visit localhost/radvie20 or call
1-888-RADVIEW.
This notice does not constitute an offer to sell, or the solicitation of an
offer to buy, securities. The securities have not been registered under the
Securities Act of 1933, or the securities laws of any jurisdiction and may not
be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act of 1933.
Media Contacts
Beth Clark
RadView Software
781-238-1133
bclark@radview.com
Statements concerning RadView's business outlook or future
performance; anticipated revenues, expenses or other financial items; product
introductions and plans and objectives related thereto; and statements
concerning assumptions made or expectations as to any future events, conditions,
performance or other matters, are "forward-looking statements" as that term is
defined under U.S. Federal securities laws. Forward-looking statements are
subject to various risks, uncertainties and other factors that could cause
actual results to differ materially from those stated in such statements. These
risks, uncertainties and factors include, but are not limited to: our limited
operating history and history of losses; need for additional financing; market
acceptance of our products; ability to develop new products and enhance existing
products; impact of significant competition; and other factors detailed in
RadView's filings with the Securities and Exchange Commission. RadView assumes
no obligation to update the information in this release. RadView, WebLOAD,
WebRM, WebLOAD Analyzer and WebFT are trademarks of RadView Software Ltd. Other
names may be trademarks of their respective owners.
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