Google subsidiary, Google Acquisition Holdings Inc and Global IP Solutions today entered into a transaction agreement under which Google Acquisition Holdings will make a recommended voluntary public cash offer to acquire all the issued and to be issued shares of GIPS for NOK 13.0 (USD 2.12) in cash per share, or an aggregate price of approximately NOK 421 million (USD 68.2 million) based on the currently issued and outstanding share capital of GIPS.

“The Web is evolving quickly as a development platform, and real-time video and audio communication over the Internet are becoming important new tools for users,” said Rian Liebenberg, Engineering Director at Google. “GIPS’s technology provides high quality, real-time audio and video over an IP network, and we’re looking forward to working with the GIPS team at Google to continue innovating for the Web platform.”

“This is an exciting milestone for GIPS as we join Google with a shared vision to transform and accelerate IP communications,” said Emerick Woods, Global IP Solutions CEO. “With Google’s global reach, scale and widely recognized leadership, we are confident that our existing customers will continue to be fully supported while we continue to enhance and extend our products and technology at Google.”

The offer price is seen at a premium of 142.1% over the closing share price of GIPS stock (adjusted for the rights issue in GIPS completed in March 2010) on January 11, 2010, the last trading day prior to GIPS making a public announcement of strategic interest from a potential buyer, a premium of 170.8% over the subscription price per share of GIPS stock in the last rights offering completed in March 2010 and a premium of 27.5% compared to the closing share price on 14 May, 2010, the last trading day prior to the offeror’s public announcement of its intention to make the offer.

Furthermore, the offer price represents a premium of 54.6% compared to the adjusted volume weighted average market price for the last three month period prior to the announcement of the transaction, said GIPS.

The completion of the offer will be subject to the satisfaction or waiver by the offeror of customary conditions, including acceptance of the offer by the holders of at least 90% of the GIPS share capital on a fully diluted basis. The transaction is not currently expected to require approval by competition authorities in any jurisdiction. The offer will not be subject to any financing condition and will be funded from Google’s existing cash resources.