Siris Capital Group to Acquire Polycom, Inc. for $2.0 Billion in Cash
08 Julho 2016 - 8:01AM
Business Wire
Siris Capital Group, LLC today announced that its affiliates
have submitted a unilaterally binding offer to acquire all
outstanding shares of Polycom, Inc. (NASDAQ: PLCM) for a price of
$12.50 per share in cash. The offer is subject to Polycom
terminating its existing merger agreement with Mitel Networks
Corporation (NASDAQ: MITL) in accordance with the terms thereof.
Polycom has informed Siris that its Board of Directors has
unanimously determined Siris’ offer to constitute a “Company
Superior Proposal” under the terms of its merger agreement with
Mitel. Polycom has also announced its intention to terminate
promptly its merger agreement with Mitel, subject to the terms
thereof. The all-cash transaction is valued at approximately $2.0
billion, including Polycom’s outstanding debt, which represents a
premium of 13.6% to the current value of Mitel’s offer, based on
Mitel’s closing share price as of July 7th, 2016.
“Polycom has a 25-year history serving the audio and video
collaboration needs of the most demanding enterprises and is a
globally recognized brand synonymous with innovation and the
highest quality. We are very excited for the opportunity to partner
with Polycom and its leadership team, as the Company fits well with
Siris’ investment focus on mission-critical telecommunications
businesses,” said Dan Moloney, Siris Executive Partner. “The
industry is transitioning to a hybrid on-premise and cloud-based
Unified Communications environment. We believe that as an
independent private company, Polycom would be best positioned to
continue its heritage as a best-in-class communications solutions
provider to more than 400,000 companies and institutions, channel
partners, and the evolving Unified Communications ecosystem.”
Siris’ offer will remain in effect until no later than July 15,
2016. If the Polycom/Mitel Networks merger agreement is terminated
in accordance with its terms, which Siris anticipates will occur
today, Polycom would be permitted to accept Siris’s offer and enter
into the binding definitive agreement contained in the offer. Any
transaction would be subject to regulatory approval, shareholder
approval and other customary closing conditions.
Siris has secured committed financing consisting of a
combination of equity and debt. Equity financing will be provided
by Siris and its co-investors from available capital commitments,
and the debt financing will be provided by Macquarie Capital.
Moelis & Company, Evercore, and Macquarie Capital are acting
as financial advisors to Siris Capital Group, and Sidley Austin LLP
is acting as its legal counsel.
About Siris Capital Group
Siris Capital Group is a leading private equity firm focused on
making control investments in data, telecommunications, technology
and technology-enabled business service companies in North America.
Integral to Siris’ investment approach is its partnership with
exceptional senior operating executives, or Executive Partners, who
work exclusively with Siris to identify, validate and operate
investment opportunities. Their significant involvement allows
Siris to partner with management to add value both operationally
and strategically. To learn more, visit www.siriscapital.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking statements
regarding, among other things, statements related to expectations,
goals, plans, objectives and future events. Siris intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. In some cases,
forward-looking statements can be identified by the following
words: “may,” “will,” “could,” “would,” “should,” “expect,”
“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “ongoing,” “outlook,”
“guidance” or the negative of these terms or other comparable
terminology, although not all forward-looking statements contain
these words. The forward-looking information and statements are or
may be based on a series of projections and estimates and involve
risks and uncertainties. Various factors could adversely affect
Polycom, Inc.’s (“Polycom”) and Siris’ operations, business or
financial results in the future and cause its actual results to
differ materially from those contained in the forward-looking
statements. The forward-looking statements contained herein include
assumptions about Polycom’s and Siris’ operations, and certain
plans, activities or events which we expect will or may occur in
the future. Among the factors that may cause actual results and
experiences to differ from anticipated results and expectations in
forward-looking statements are the following: the risk that the
recently announced binding offer to acquire Polycom and any related
merger may not be consummated, or may not be consummated in a
timely manner; the risk that a regulatory approval that may be
required for the transaction is not obtained, or could only be
obtained subject to conditions that are not anticipated; and the
risk that revenue opportunities, cost savings, synergies and other
anticipated benefits from the transaction may not be fully realized
or may take longer to realize than expected.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
If a merger agreement is executed on the proposed terms, Polycom
will file relevant materials with the Securities and Exchange
Commission (the “SEC”) in connection with the proposed merger,
including a preliminary proxy statement on Schedule 14A. Under the
proposed terms, promptly after filing its definitive proxy
statement with the SEC, Polycom will mail or otherwise make
available the definitive proxy statement and a proxy card to each
stockholder entitled to vote at the special meeting relating to the
proposed transaction. POLYCOM STOCKHOLDERS AND OTHER INVESTORS ARE
ADVISED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IN RESPECT OF THE PROPOSED MERGER WHEN THEY BECOME
AVAILABLE, AS THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER.
Polycom stockholders and other investors may obtain free copies of
the definitive proxy statement, the preliminary proxy statement and
other relevant materials in connection with the proposed merger
(when they become available), along with other documents filed by
Polycom with the SEC, at the SEC's website
(http://www.sec.gov).
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version on businesswire.com: http://www.businesswire.com/news/home/20160708005314/en/
EastwickHeather Kernahan,
212-897-2155Presidentheather@eastwick.com
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