Telular Corporation Announces End of "Go Shop" Period
30 Maio 2013 - 9:30AM
Telular Corporation (Nasdaq:WRLS), a global leader in helping
businesses use wireless networks for remote monitoring and tracking
("Telular"), today announced the expiration of the 30-day "go-shop"
period pursuant to the terms of the previously announced definitive
merger agreement providing for the acquisition of Telular for
$12.61 per share net in cash by entities controlled by Avista
Capital Partners ("Avista").
Expiration of the "Go-Shop" Period
Under the definitive merger agreement, Telular was
permitted to solicit alternative acquisition proposals from third
parties during the 30-day period that ended at 11:59 p.m. ET on May
29, 2013 (the "'go shop" period). During the "go shop" period, 48
parties were contacted. Of the 48 parties contacted during the "go
shop" period, 18 were strategic buyers and 30 were financial
sponsors. During the "go shop" period, Telular entered into
non-disclosure agreements with four additional parties (comprising
3 financial sponsors and 1 strategic buyer) that were not contacted
during Telular's initial third-party solicitation process. Each
party contacted, including every party that entered into a
non-disclosure agreement with Telular, notified Telular that it
would not be interested in pursuing a strategic transaction with
Telular or did not respond.
Starting at 12:00 a.m. ET on May 30, 2013, Telular
became subject to customary "no shop" provisions that limit its
ability to solicit alternative acquisition proposals from third
parties or to provide confidential information to third parties,
subject to a customary "fiduciary out" provision.
Background on the Offer
This press release is neither an offer to purchase
nor a solicitation of an offer to sell any securities. As
previously announced, ACP Tower Merger Sub, Inc. ("ACP Tower"), an
entity controlled by Avista, commenced a tender offer on May 10,
2013 for all of the outstanding shares of common stock of Telular
at a price of $12.61 per share in cash, without interest and less
applicable withholding taxes thereon. The tender offer is being
made pursuant to an offer to purchase and a related letter of
transmittal, each dated May 10, 2013 (each as amended and
supplemented), and the previously announced definitive merger
agreement. Subject to the terms and conditions of the definitive
merger agreement, following consummation of the tender offer, ACP
Tower will be merged with and into Telular, as a result of which
Telular will become wholly owned by entities controlled by
Avista.
The tender offer is scheduled to expire at 12:00
midnight (New York City time) on Friday, June 7, 2013, unless the
tender offer is extended in accordance with the definitive merger
agreement and the applicable rules and regulations of the SEC or
earlier terminated. The closing of the tender offer is subject to
customary terms and conditions, including the tender by Telular
stockholders of a number of shares of Telular common stock which
represents at least two-thirds of the outstanding shares of Telular
common stock on a fully diluted basis.
Telular's board of directors unanimously recommends
that stockholders accept the tender offer and tender their
shares.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains forward-looking
statements. Statements that are not historical facts, including
statements about beliefs or expectations, are forward-looking
statements. These statements are based on plans, estimates and
projections at the time the parties make the statements and readers
should not place undue reliance on them. In some cases, readers can
identify forward-looking statements by the use of forward-looking
terms such as "may," "will," "should, "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "potential," or
"continue" or the negative of these terms or other comparable
terms. Forward-looking statements involve inherent risks and
uncertainties and readers are cautioned that a number of important
factors could cause actual results to differ materially from those
contained in any such forward-looking statement. Factors that could
cause actual results to differ materially from those described in
this press release include, among others: uncertainties as to the
ability to successfully complete the acquisition in accordance with
its terms and in accordance with expected schedule; the possibility
that competing offers will be made; the possibility that various
closing conditions for the acquisition may not be satisfied or
waived, including the tender of at least two-thirds of the
outstanding shares of Telular common stock or that a governmental
entity may prohibit or refuse to grant any approval required for
the consummation of the acquisition; general economic and business
conditions; and other factors. Readers are cautioned not to place
undue reliance on the forward-looking statements included in this
press release, which speak only as of the date hereof. Neither
Telular nor Avista undertakes to update any of these statements in
light of new information or future events, except as required by
law.
About Telular Corporation
Telular Corporation (Nasdaq:WRLS) provides remote
monitoring and asset tracking solutions for business and
residential customers, enabling security systems and industrial
applications to exchange actionable information wirelessly,
typically through cellular and satellite technology. With over 25
years of experience in the wireless industry, Telular Corporation
has developed solutions to deliver remote access for voice and data
without significant network investment. Headquartered in Chicago,
Telular Corporation has additional offices in Atlanta, Washington,
D.C., and Miami. For more information, please visit
www.telular.com.
About Avista Capital Partners
Avista Capital Partners is a leading private equity firm with
over $5 billion under management and offices in New York, Houston
and London. Founded in 2005, Avista's strategy is to make
controlling or influential minority investments in growth-oriented
energy, healthcare, communications & media, industrials, and
consumer businesses. Through its team of seasoned investment
professionals and industry experts, Avista seeks to partner with
exceptional management teams to invest in and add value to
well-positioned businesses.
CONTACT: Investor Contact:
The Blueshirt Group
Brinlea Johnson or Allise Furlani
brinlea@blueshirtgroup.com or allise@blueshirtgroup.com
(212) 331-8424 or 212-331-8433
Media Contact:
Pam Benke
Telular Corporation
pbenke@telular.com
(678) 909-4616
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