Francisco Partners Announces Results of Tender Offer
05 Junho 2015 - 6:00AM
Business Wire
Francisco Partners Management, L.P. (“Francisco Partners”) today
announced the results of its tender offer to purchase all of the
outstanding shares of common stock of Procera Networks, Inc.
(“Procera”) (NASDAQ:PKT), the global Subscriber Experience company,
for $11.50 per share, net to the seller in cash, without interest
and subject to deduction for any withholding taxes. The tender
offer is being effected by KDR Acquisition, Inc. (“Purchaser”), an
affiliate of Francisco Partners.
The depositary for the tender offer has advised Francisco
Partners and Procera that, as of the expiration of the tender offer
at 12:00 a.m. New York City time at the end of the day on Thursday,
June 4, 2015, a total of 16,529,499 shares of Procera common stock
had been validly tendered and not validly withdrawn, representing
approximately 79% of Procera’s outstanding shares. All shares that
were validly tendered and not validly withdrawn during the offering
period have been accepted for payment by Purchaser.
The condition to the tender offer that a majority of Procera’s
outstanding shares be validly tendered has now been satisfied and
Francisco Partners intends to complete its acquisition of Procera
later today through a merger under Section 251(h) of the
General Corporation Law of the State of Delaware. In connection
with the merger, each share of common stock of Procera not tendered
in the tender offer (other than shares owned by Procera, Francisco
Partners, or any of their subsidiaries, or by Procera’s
stockholders who validly exercised and perfected their appraisal
rights under Delaware law) will be converted into the right to
receive $11.50 per share, net to the seller in cash, without
interest and subject to deduction for any withholding taxes. This
is the same price per share paid in the tender offer.
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements related
to Procera Networks, Inc., including statements about the proposed
acquisition of Procera by Francisco Partners, the parties’ ability
to close the proposed transaction and the expected closing date of
the proposed transaction. Statements in this press release that are
not historical or current facts are forward-looking statements. All
forward-looking statements in this press release are made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements are not guarantees of future
performance and involve known and unknown risks, uncertainties and
other factors that may cause Procera’s actual results, performance
or achievements to be materially different from any future results,
performances or achievements expressed or implied by the
forward-looking statements. These risks and uncertainties include,
without limitation, risks and uncertainties related to: whether the
proposed transaction will close; the timing of the closing of the
proposed transaction; the ability of the parties to complete the
proposed transaction; the ability of the parties to meet other
closing conditions; unexpected costs or unexpected liabilities that
may result from the proposed transaction, whether or not
consummated; the acceptance and adoption of Procera’s products;
Procera’s ability to service and upgrade its products; lengthy
sales cycles and lab and field trial delays by service providers;
Procera’s ability to obtain any follow-on orders from major
customers; Procera’s customers canceling orders or awards;
Procera’s ability to achieve revenue recognition on awarded
business; Procera’s dependence on a limited product line and key
customers; its dependence on key employees; Procera’s ability to
compete in its industry with companies that are significantly
larger and have greater resources than Procera; Procera’s ability
to manage costs effectively; Procera’s ability to protect its
intellectual property rights in a global market; Procera’s ability
to manufacture product quickly enough to meet potential demand; and
other risks and uncertainties described more fully in Procera’s
documents filed with or furnished to the SEC. More information
about these and other risks that may impact Procera’s business are
described in the “Risk Factors” sections of its Annual Report on
Form 10-K for the year ended December 31, 2014, its subsequently
filed quarterly reports, and other reports filed with the SEC,
which are available free of charge on the SEC’s website at
http://www.sec.gov and on Procera’s website at
http://www.proceranetworks.com. Given these risks and
uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual results. All
forward-looking statements in this press release are based on
information available to Procera as of the date hereof, and Procera
undertakes no obligation to update, amend or clarify any
forward-looking statement for any reason.
About Procera Networks, Inc.
Procera Networks, Inc. (NASDAQ: PKT), the global Subscriber
Experience company, is revolutionizing the way operators and
vendors monitor, manage and monetize their network traffic. Elevate
your business value and improve customer experience with Procera’s
sophisticated intelligence solutions. For more information, visit
www.proceranetworks.com or follow Procera on Twitter at
@ProceraNetworks.
About Francisco Partners
Francisco Partners is a leading global private equity firm,
which specializes in investments in technology and
technology-enabled services businesses. Since its launch over 15
years ago, Francisco Partners has raised approximately $10 billion
in capital and invested in more than 150 technology companies,
making it one of the most active and longstanding investors in the
technology industry. The firm invests in transaction values ranging
from $50 million to over $2 billion, where the firm’s deep sectoral
knowledge and operational expertise can help companies realize
their full potential.
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version on businesswire.com: http://www.businesswire.com/news/home/20150605005163/en/
Investor Relations
ContactBlueshirt Group (for Procera Networks)Michael
Bishop, 1-415-217-4968mike@blueshirtgroup.comorMedia ContactEngage PR (for Procera
Networks)Bob Eastwood, 1-510-748-8200 x215beastwood@engagepr.comorFor Francisco PartnersKatie Wood
Znameroski, 1-650-801-7952press@franciscopartners.com
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