ORBCOMM Announces Expiration of “Go-Shop” Period
10 Maio 2021 - 9:00AM
ORBCOMM Inc. (Nasdaq: ORBC), a global provider of Internet of
Things (IoT) solutions, today announced the expiration of the
30-day “go-shop” period under the terms of the merger agreement
between ORBCOMM and GI Partners, a leading US-based investor in
data infrastructure businesses, which was previously announced on
April 8, 2021. The “go-shop” period expired at 11:59 pm ET on May
7, 2021. No alternative acquisition proposals were received by
ORBCOMM during the “go-shop” period.
Pursuant to the merger agreement, during the
“go-shop” period, ORBCOMM, with the assistance of PJT Partners and
Raymond James, ORBCOMM’s financial advisors, actively solicited
alternative acquisition proposals from third parties that they
believed might be interested in a possible alternative transaction.
During this process, ORBCOMM, PJT Partners and Raymond James
engaged with more than 50 parties. ORBCOMM is now subject to
customary “no-shop” restrictions that limit its and its
representatives’ ability to solicit alternative acquisition
proposals from third parties, subject to customary “fiduciary out”
provisions.
The transaction is expected to close in the
second half of 2021, subject to the satisfaction of customary
closing conditions, including approval by ORBCOMM stockholders and
the receipt of required regulatory approvals. Upon completion of
the transaction, ORBCOMM will become a privately-held company, and
its common stock will no longer be listed on the Nasdaq Stock
Market.
About ORBCOMM Inc. ORBCOMM
(Nasdaq: ORBC) is a global leader and innovator in the industrial
Internet of Things, providing solutions that connect businesses to
their assets to deliver increased visibility and operational
efficiency. The company offers a broad set of asset monitoring and
control solutions, including seamless satellite and cellular
connectivity, unique hardware and powerful applications, all backed
by end-to-end customer support, from installation to deployment to
customer care. ORBCOMM has a diverse customer base including
premier OEMs, solutions customers and channel partners spanning
transportation, supply chain, warehousing and inventory, heavy
equipment, maritime, natural resources, and government. For more
information, visit www.orbcomm.com. You can also connect with
ORBCOMM at https://blog.orbcomm.com, on Twitter at @ORBCOMM_Inc, at
https://www.linkedin.com/company/orbcomm or
https://www.youtube.com/c/ORBCOMM_Inc.
About GI PartnersFounded in
2001, GI Partners is a private investment firm based in San
Francisco, California. The firm has raised over $27 billion in
capital from leading institutional investors around the world to
invest in private equity, real estate, and data infrastructure
strategies. The private equity team invests primarily in companies
in the Healthcare, IT Infrastructure, Services, and Software
sectors. The real estate team invests across a broad range of
platforms and strategies. The data infrastructure team invests
primarily in hard asset infrastructure businesses underpinning the
digital economy. For more information on GI Partners and its entire
portfolio, please visit www.gipartners.com.
Forward-Looking Statements
Certain statements discussed in this press release constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements generally relate to our plans, objectives and
expectations for future events and include statements about our
expectations, beliefs, plans, objectives, intentions, assumptions
and other statements that are not historical facts. Such
forward-looking statements, including those concerning ORBCOMM’s
expectations, are subject to known and unknown risks and
uncertainties, which could cause actual results to differ
materially from the results, projected, expected or implied by the
forward-looking statements, some of which are beyond ORBCOMM’s
control, that may cause ORBCOMM’s actual results, performance or
achievements, or industry results, to be materially different from
any future results, performance or achievements expressed or
implied by such forward-looking statements. Among others, the
following uncertainties and other factors could cause actual
results to differ from those set forth in the forward-looking
statements: (i) the risk that the transaction may not be
consummated in a timely manner, if at all; (ii) the risk that the
transaction may not be consummated as a result of buyer’s failure
to comply with its covenants and that, in certain circumstances,
ORBCOMM may not be entitled to a termination fee; (iii) the risk
that the definitive merger agreement may be terminated in
circumstances that require ORBCOMM to pay a termination fee; (iv)
risks related to the diversion of management’s attention from
ORBCOMM’s ongoing business operations; (v) risks regarding the
failure of the buyer to obtain the necessary financing to complete
the transaction; (vi) the effect of the announcement of the
transaction on ORBCOMM’s business relationships (including, without
limitation, customers), operating results and business generally;
and (vii) risks related to obtaining the requisite consents to the
transaction, including, without limitation, the timing (including
possible delays) and receipt of regulatory approvals from
governmental entities (including any conditions, limitations or
restrictions placed on these approvals) and the risk that one or
more governmental entities may deny approval. In addition,
specific consideration should be given to various factors described
in Part I, Item 1A. “Risk Factors” and Part II, Item 7.
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and elsewhere in our Annual Report on Form
10-K, and other documents, on file with the Securities and Exchange
Commission. ORBCOMM undertakes no obligation to publicly revise any
forward-looking statements or cautionary factors, except as
required by law.
Additional Information and Where to Find
ItIn connection with the proposed transaction between
ORBCOMM and GI Partners, ORBCOMM will file with the SEC a
preliminary Proxy Statement of ORBCOMM (the “Proxy Statement”).
ORBCOMM plans to mail to its stockholders a definitive Proxy
Statement in connection with the proposed transaction. ORBCOMM
URGES YOU TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC CAREFULLY AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
ORBCOMM, GI PARTNERS, THE PROPOSED TRANSACTION AND RELATED MATTERS.
You will be able to obtain a free copy of the Proxy Statement and
other related documents (when available) filed by ORBCOMM with the
SEC at the website maintained by the SEC at www.sec.gov. You also
will be able to obtain a free copy of the Proxy Statement and other
documents (when available) filed by ORBCOMM with the SEC by
accessing the Investor Relations section of ORBCOMM’s website at
investors.orbcomm.com or by contacting ORBCOMM’s Investor Relations
at investorrelations@orbcomm.com or calling +1
703.462.3894.
Participants in the
SolicitationORBCOMM and certain of its directors,
executive officers and employees may be considered to be
participants in the solicitation of proxies from ORBCOMM’s
stockholders in connection with the proposed transaction.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the stockholders
of ORBCOMM in connection with the proposed transaction, including a
description of their respective direct or indirect interests, by
security holdings or otherwise will be included in the Proxy
Statement when it is filed with the SEC. You may also find
additional information about ORBCOMM’s directors and executive
officers in ORBCOMM’s proxy statement for its 2021 Annual Meeting
of Stockholders, which was filed with the SEC on March 15, 2021 and
in subsequently filed Current Reports on Form 8-K and Quarterly
Reports on Form 10-Q. You can obtain free copies of these documents
from ORBCOMM using the contact information above.
ORBCOMM Contacts |
|
For
Investors: |
For
Trade Media: |
Michelle
Ferris |
Sue
Rutherford |
Senior
Director of Corporate Communications |
VP of
Marketing |
+1
703.462.3894 |
+1
613.290.1169 |
ferris.michelle@orbcomm.com |
rutherford.sue@orbcomm.com |
investorrelations@orbcomm.com |
mediarelations@orbcomm.com |
|
|
GI Partners Media Contacts |
|
Chris
Tofalli |
Emily
Kuan |
Chris
Tofalli Public Relations LLC |
GI
Partners |
Chris@tofallipr.com |
ekuan@gipartners.com |
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