GTCR to pay $23.00 per share,
representing a 37% premium to Inteliquent’s closing stock
price on November 1,
2016Transaction valued at approximately $800
million
Inteliquent, Inc. (NASDAQ:IQNT), a premier interconnection partner
for communications service providers of all types, announced today
that it has entered into a definitive agreement to be acquired by
an affiliate of GTCR LLC, a leading private equity firm, and merged
with a subsidiary of Onvoy, LLC a fast-growing leader in
Communications Enablement services. Under the terms of the
agreement, Inteliquent stockholders of record will receive $23.00
in cash per share of common stock, which represents a 37% premium
to Inteliquent’s closing stock price on November 1, 2016. The value
of the transaction is approximately $800 million.
“Over the past several quarters, Inteliquent has
been transforming its business to become a leader in the
next-generation communications services market,” said Matt Carter,
Inteliquent’s Chief Executive Officer. “The acquisition of
Inteliquent by GTCR and Onvoy validates our Growth Forward
strategy. We believe this transaction will deliver immediate,
significant and certain cash value to our stockholders while
creating a market leading provider.”
“We are excited to partner with the Inteliquent
and Onvoy management teams to create a leading provider of
communications enablement solutions,” added GTCR Managing Director
Lawrence Fey. “The combination of Inteliquent and Onvoy is
transformational and creates an entity that is well positioned to
provide robust next-generation solutions to the communications
enablement market.”
“Inteliquent’s commitment to the core switching
infrastructure has earned the trust of the nation’s top carriers.
We believe this will lead to additional opportunities for other
carriers to partner with Inteliquent to outsource network
infrastructure and achieve cost savings without sacrificing quality
and reliability,” said Fritz Hendricks, Chief Executive Officer of
Onvoy. “We look forward to working with the Inteliquent team to
continue the network expansion and to empower innovation for our
shared customer base.”
The combined company intends to continue to
maintain a significant presence in Chicago.
Additional Transaction
Details
The Inteliquent Board of Directors unanimously
approved the transaction and agreed to recommend that Inteliquent’s
stockholders vote to adopt the definitive agreement. The
transaction is subject to certain conditions, including approval
from Inteliquent stockholders, the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as well as FCC and state regulatory
approvals, approvals and other customary closing conditions. There
is no financing condition associated with the proposed acquisition.
Inteliquent expects to hold a special meeting of its stockholders
to consider and act upon the transaction as promptly as
practicable. The transaction is expected to close in the first half
of 2017.
Under the terms of the agreement, for a period
of 30 calendar days, Inteliquent may solicit alternative proposals
from third parties. Inteliquent does not anticipate that it will
disclose any developments with regard to this process unless and
until the Inteliquent Board of Directors makes a decision with
respect to a potential superior proposal. There are no guarantees
that this process will result in a superior proposal.
Perella Weinberg Partners is acting as exclusive
financial advisor to Inteliquent with Kirkland & Ellis LLP
serving as legal counsel. Credit Suisse is acting as exclusive
financial advisor to GTCR and Onvoy with Latham & Watkins LLP
serving as legal counsel.
Inteliquent Third Quarter Earnings
Results In light of today’s transaction, Inteliquent has
canceled its third quarter 2016 earnings conference call previously
scheduled to take place on Thursday, November 3, 2016 at 10:00 am
Eastern Time. Inteliquent will file its Form 10-Q for the third
quarter of 2016 on or before November 9, 2016.
About InteliquentInteliquent is
a premier interconnection partner for communication service
providers of all types. As the nation’s highest quality provider of
voice and messaging interconnection services, Inteliquent is used
by nearly all national and regional wireless carriers, cable
companies, and CLECs in the markets it serves, and its network
carries approximately 21 billion minutes of traffic per month. With
the recent launch of its Omni IQsm solution, Inteliquent is now
also fully dedicated to supporting the growing market of next
generation service providers. For more information, please visit
www.inteliquent.com.
About GTCRFounded in 1980, GTCR
is a leading private equity firm focused on investing in growth
companies in the Financial Services & Technology, Healthcare,
Technology, Media & Telecommunications and Growth Business
Services industries. The Chicago-based firm pioneered The Leaders
Strategy™ – finding and partnering with management leaders in core
domains to identify, acquire and build market-leading companies
through transformational acquisitions and organic growth. Since its
inception, GTCR has invested more than $12 billion in over 200
companies. For more information, please visit www.gtcr.com.
About OnvoyOnvoy is a leading
Communications Enabler offering voice, messaging and mobility
solutions supported by our nationwide carrier-grade network.
Committed to empowering customers with the solutions they need to
enable global communications across various applications in a
continuously changing environment, Onvoy employs state of the art
technology and provides customers control of their core
communications infrastructure via carrier platforms and APIs. These
interfaces allow customers to build, provision and support more
innovative and integrated communication services. For more
information, please visit www.onvoy.com.
Important Information and Where to Find
It
In connection with the proposed merger
contemplated by the Agreement and Plan of Merger, dated November 2,
2016, by and among Inteliquent, Onvoy Igloo Merger Sub, Inc. and
Onvoy, LLC (the “Merger Agreement”), Inteliquent will file with the
Securities and Exchange Commission (the “SEC”) and furnish to
Inteliquent’s stockholders a definitive proxy statement. BEFORE
MAKING ANY VOTING DECISION, INTELIQUENT’S STOCKHOLDERS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY
WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY
REFERENCE INTO THE DEFINITIVE PROXY STATEMENT (IF ANY) BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and
stockholders may obtain a free copy of documents filed by
Inteliquent with the SEC at the SEC’s website at
http://www.sec.gov. In addition, investors and stockholders may
obtain a free copy of Inteliquent’s filings with the SEC at
Inteliquent’s website at http://ir.inteliquent.com/sec.cfm or by
directing a written request to: Inteliquent, Inc., 550 West Adams
Street, Suite 900, Chicago, Illinois 60661, Attn: Investor
Relations.
Inteliquent and certain of its directors,
executive officers, and certain other members of management and
employees of Inteliquent may be deemed to be participants in the
solicitation of proxies from stockholders of Inteliquent in favor
of the proposed merger. Information about directors and executive
officers of Inteliquent is set forth in the proxy statement for
Inteliquent’s 2016 annual meeting of stockholders, as filed with
the SEC on Schedule 14A on April 8, 2016. Additional information
regarding these individuals and other persons who may be deemed to
be participants in the solicitation of proxies, as well as any
direct or indirect interests they may have in the proposed merger,
will be included in the definitive proxy statement with respect to
the proposed merger Inteliquent will file with the SEC and furnish
to Inteliquent’s stockholders.
Forward Looking Statements
Statements herein regarding the proposed
transaction between Inteliquent, Onvoy, LLC and Onvoy Igloo Merger
Sub, Inc., future financial and operating results, benefits and
synergies of the transaction, future opportunities for the
companies and any other statements about future expectations and
the intent of any parties about future actions constitute
“forward-looking statements” as defined in the federal securities
laws. Forward-looking statements may be identified by words such as
“believe,” “expects,” “anticipates,” “projects,” “intends,”
“should,” “estimates” or similar expressions. Such statements are
based upon current beliefs, expectations and assumptions and are
subject to significant risks and uncertainties. There are a number
of important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, including: (1) conditions to the closing of the
transaction may not be satisfied; (2) the transaction may involve
unexpected costs, liabilities or delays; (3) the business of
Inteliquent may suffer as a result of uncertainty surrounding the
transaction; (4) the outcome of any legal proceedings related to
the transaction; (5) Inteliquent may be adversely affected by other
economic, business, and/or competitive factors; (6) the occurrence
of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement; (7) the ability to
recognize benefits of the transaction; (8) risks that the
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the transaction;
and (9) other risks to consummation of the transaction, including
the risk that the transaction will not be consummated within the
expected time period or at all. If the transaction is consummated,
stockholders unaffiliated with the transaction will cease to have
any equity interest in Inteliquent and will have no right to
participate in its earnings and future growth. Inteliquent, GTCR,
and Onvoy believe these forward-looking statements are reasonable;
however, undue reliance should not be placed on any forward-looking
statements, which are based on current expectations. All written
and oral forward-looking statements attributable to Inteliquent,
GTCR, or Onvoy or persons acting on behalf of Inteliquent, GTCR, or
Onvoy’s behalf are qualified in their entirety by these cautionary
statements. Further, forward-looking statements speak only as of
the date they are made, and Inteliquent, GTCR, and Onvoy undertake
no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events
or changes to future operating results over time unless required by
law. Past financial or operating performance are not necessarily
reliable indicators of future performance and you should not use
our historical performance to anticipate results or future period
trends.
Additional factors that may affect future
results are contained in Inteliquent’s filings with the SEC,
including its Annual Report on Form 10-K for the year ended
December 31, 2015, which are available at the SEC’s website at
http://www.sec.gov. The information set forth herein speaks only as
of the date hereof, and any intention or obligation to update any
forward-looking statements as a result of developments occurring
after the date hereof is hereby disclaimed unless required by
law.
CONTACT INFORMATION
For Inteliquent:
Investor Contact
Emily Naylor
investorrelations@inteliquent.com
For GTCR:
Eileen Rochford
eileenr@theharbingergroup.com
For Onvoy:
Marketing Director
Andi Cook
andi.cook@onvoy.com
Inteliquent, Inc. (NASDAQ:IQNT)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
Inteliquent, Inc. (NASDAQ:IQNT)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025