Siris Capital offers $12.50 per share in
cash
Polycom, Inc. (Nasdaq: PLCM), a global leader in helping
organizations achieve new levels of teamwork, efficiency and
productivity by unleashing the power of human collaboration, today
announced that its board of directors has approved the termination
of the company’s previously announced merger agreement with Mitel
Networks Corporation. Upon Mitel’s receipt of the requisite
termination fee payable under the company’s merger agreement with
Mitel, which the company intends to deliver today, the company will
enter into a new merger agreement with Triangle Private Holdings I,
LLC and Triangle Private Merger Sub, Inc., entities affiliated with
Siris Capital Group, LLC (collectively, “Siris”), which was
previously described as “Sponsor 1” in Polycom’s filings with the
U.S. Securities and Exchange Commission. Under the terms of the new
merger agreement between the company and Siris, outstanding shares
of common stock of Polycom will be exchanged for $12.50 per share
in cash at the completion of the merger. The Siris merger is
subject to customary closing conditions, including receipt of
stockholder and regulatory approvals, and is expected to close in
the third quarter of 2016.
On July 7, 2016, Polycom’s board of directors had received a
unilaterally binding offer from Siris to acquire all outstanding
shares of Polycom common stock for a price of $12.50 per share in
cash and the Polycom board of directors determined that Siris’
proposal constituted a “Company Superior Proposal” under its merger
agreement with Mitel. On July 7, 2016, Mitel Networks Corporation
waived its right to renegotiate its merger agreement with Polycom
after receipt of notice of the Polycom board’s determination. As a
result, the Polycom board of directors authorized Polycom to
terminate the Mitel merger agreement, pay the Mitel termination fee
and enter into the Siris merger agreement. Polycom intends to pay
the Mitel termination fee today and enter into the Siris merger
agreement immediately thereafter.
In light of the termination of the agreement with Mitel, Polycom
is cancelling its special stockholder meeting currently scheduled
for July 29, 2016 to vote on the merger with Mitel.
Morgan Stanley is acting as financial advisor to Polycom, Wilson
Sonsini Goodrich & Rosati is acting as external legal advisor
to Polycom and Morrison & Foerster LLP is acting as legal
advisor to Polycom’s independent directors.
ABOUT POLYCOM
Polycom is a global leader in helping organizations achieve new
levels of teamwork, efficiency and productivity by unleashing the
power of human collaboration. More than 400,000 companies and
institutions worldwide defy distance with secure video, voice and
content solutions from Polycom to increase productivity, speed time
to market, provide better customer service, expand education and
save lives. Together with our global partner ecosystem, we provide
flexible collaboration solutions for any environment that deliver a
high-quality user experience, a broad multi-vendor interoperability
and investment protection.
FORWARD LOOKING STATEMENTS
Some of the statements in this communication are forward-looking
statements (or forward-looking information) within the meaning of
applicable U.S. securities laws. These include statements using the
words believe, target, outlook, may, will, should, could, estimate,
continue, expect, intend, plan, predict, potential, project and
anticipate, and similar statements which do not describe the
present or provide information about the past. There is no
guarantee that the expected events or expected results will
actually occur. Such statements reflect the current views of
management of Polycom and are subject to a number of risks and
uncertainties. These statements are based on many assumptions and
factors, including general economic and market conditions, industry
conditions, operational and other factors. Any changes in these
assumptions or other factors could cause actual results to differ
materially from current expectations. All forward-looking
statements attributable to Polycom, or persons acting on their
behalf, are expressly qualified in their entirety by the cautionary
statements set forth in this paragraph. Undue reliance should not
be placed on such statements. In addition, material risks that
could cause actual results to differ from forward-looking
statements include: the inherent uncertainty associated with
financial or other projections; the risk that the conditions to the
transaction are not satisfied on a timely basis or at all and the
failure of the transaction to close for any other reason; the
anticipated size of the market and continued demand for Polycom
products and services, the impact of competitive products and
pricing and disruption to Polycom’s business that could result from
the announcement of the transaction; access to available financing
on a timely basis and on reasonable terms, including the
refinancing of Polycom debt to fund the cash portion of the
consideration in connection with the transaction; Polycom’s ability
to achieve or sustain profitability in the future; fluctuations in
quarterly and annual revenues and operating results; fluctuations
in foreign exchange rates; current and ongoing global economic
instability, political unrest and related sanctions; intense
competition; reliance on channel partners for a significant
component of sales; dependence upon a small number of outside
contract manufacturers to manufacture products; and, Polycom’s
ability to successfully implement and achieve its business
strategies. Additional risks are described under the heading “Risk
Factors” in Polycom’s Annual Report on Form 10-K for the year ended
December 31, 2015 and in Polycom’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2016 filed with the SEC on February
29, 2016 and April 28, 2016, respectively. Forward-looking
statements speak only as of the date they are made. Except as
required by law, Polycom has no intention or obligation to update
or to publicly announce the results of any revisions to any of the
forward-looking statements to reflect actual results, future events
or developments, changes in assumptions or changes in other factors
affecting the forward-looking statements.
IMPORTANT INFORMATION FOR INVESTORS
In connection with the proposed transaction, Polycom intends to
file with the SEC a proxy statement (the “proxy statement”) and
mail the proxy statement to its stockholders. INVESTORS AND
SECURITY HOLDERS OF POLYCOM ARE URGED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE, AND OTHER RELEVANT DOCUMENTS, AND ANY
RELATED AMENDMENTS OR SUPPLEMENTS, FILED WITH THE SEC CAREFULLY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TRIANGLE,
POLYCOM, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the proxy
statement and other documents (when available) that Polycom files
with the SEC through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by Polycom
will be available free of charge on Polycom’s website at
http://investor.polycom.com/company/investor-relations/default.aspx
or by contacting Polycom’s Investor Relations Department at
408-586-4271.
PARTICIPANTS IN THE SOLICITATION
Polycom and certain of its directors, executive officers and
employees may be considered participants in the solicitation of
proxies 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 shareholders of Polycom in connection with the transaction,
including a description of their respective direct or indirect
interests, by security holdings or otherwise, will be included in
the Proxy Statement described above when it is filed with the
SEC. Additional information regarding Polycom’s directors and
executive officers is also included in Polycom’s proxy statement
for its 2015 Annual Meeting of Stockholders, which was filed with
the SEC on April 15, 2015. These documents are available free
of charge as described above.
NO OFFER OR SOLICITATION
This communication is neither an offer to buy, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
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version on businesswire.com: http://www.businesswire.com/news/home/20160708005289/en/
PolycomCameron Craig,
408-586-3776Cameron.craig@polycom.com
Polycom (NASDAQ:PLCM)
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