NEW YORK, June 24, 2013 /PRNewswire/ -- Avista Capital
Partners today announced that it has successfully completed its
previously announced tender offer for all outstanding shares of
common stock of Telular Corporation (NASDAQ: WRLS) ("Telular") for
$12.61 per share, net to the seller
in cash without interest and less any applicable withholding taxes.
Avista Capital Partners' acquisition of Telular is expected to
close later today.
The tender offer expired at 10:00
a.m. (New York City time)
on Monday, June 24, 2013. Continental
Stock Transfer & Trust Company, the depositary for the tender
offer, has advised that, as of the expiration of the tender offer,
approximately 14,260,497 shares of common stock of Telular
(including approximately 276,278 shares subject to notices of
guaranteed delivery) were validly tendered and not validly
withdrawn in the tender offer, representing approximately 82% of
the outstanding shares. All validly tendered shares have been
accepted for payment, and payment for such shares will be made
promptly.
Avista Capital Partners intends to promptly take the steps
necessary to complete a "short-form" merger of ACP Tower Merger
Sub, Inc. ("Purchaser") with and into Telular under Delaware law, without a meeting of Telular's
stockholders, including the exercise by Purchaser of the "top up"
option in accordance with the terms of the previously announced
Agreement and Plan of Merger (the "Merger Agreement"), dated as of
April 29, 2013, among Telular,
Purchaser and ACP Tower Holdings, LLC ("Parent"). The
"short-form" merger is expected to be completed later today.
In the "short-form" merger, each share of common stock of
Telular not tendered in the tender offer (other than shares held by
Telular as treasury stock or owned by Parent, Purchaser or any
subsidiary of Telular, and other than shares held by a holder who
has properly demanded and perfected appraisal rights in accordance
with Section 262 of Delaware General Corporation Law) will be
converted into the right to receive $12.61 per share in cash, without interest and
less any applicable withholding taxes thereon. This is the same
price per share paid in the tender offer. Purchaser and Parent are
controlled by Avista Capital Partners.
Kirkland & Ellis LLP served as legal advisor to Avista
Capital Partners.
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.
Media Contacts:
James
David or Jeffrey Taufield
Kekst and Company
james-david@kekst.com or jeffrey-taufield@kekst.com
(212) 521-4800
SOURCE Avista Capital Partners