PLCM Polycom, Inc. (MM)

On July 8, 2016, Polycom, Inc. (“ Polycom ” or the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Triangle Private Holdings I, LLC (“ Triangle ”) and Triangle Private Merger Sub Inc., an indirect wholly owned subsidiary of Triangle (“ Merger Sub ”), entities affiliated with Siris Capital Group, LLC and certain equity co-investors (together with Triangle and Merger Sub, the “ Siris Parties ”), providing for the merger of Merger Sub with and into the Company (the “ Merger ”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Siris. Capitalized terms not otherwise defined have the meaning set forth in the Merger Agreement.

The execution by the Company of the Merger Agreement followed a determination by Polycom’s board of directors that the proposal from the Siris Parties reflected in the Merger Agreement constituted a Company Superior Proposal, as defined in the previously announced Agreement and Plan of Merger dated as of April 15, 2016 (as amended, the “Mitel Merger Agreement”) with Mitel Networks Corporation (“ Mitel ”) and Meteor Two, Inc., and the termination by Polycom, on July 8, 2016, of the Mitel Merger Agreement in accordance with its terms.

Under the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of common stock, par value $0.0005 per share, of the Company (the “ Company Stock ”) issued and outstanding as of immediately prior to the Effective Time (other than shares of Company Stock held by the Company, Triangle or their respective subsidiaries and shares of Company Stock subject to validly exercised appraisal claims) will be cancelled and converted into the right to receive cash in an amount equal to $12.50, without interest thereon (the “ Merger Consideration ”).

At the Effective Time, each award of options to purchase shares of Company Stock that is outstanding immediately prior to the Effective Time (a “ Company Stock Option Award ”), regardless of whether vested or unvested, will be cancelled in exchange for an amount in cash, without interest and less applicable tax withholdings, equal to the product of (i) the excess of (a) the Merger Consideration over (b) the exercise price per share of Company Stock underlying such Company Stock Option Award multiplied by (ii) the number of shares of Company Stock underlying such Company Stock Option Award.

At the Effective Time, each award of restricted stock units covering shares of Company Stock (a “ Company RSU Award”) and each award of performance shares covering shares of Company Stock (a “ Company Performance Share Award ”) that is outstanding immediately prior to the Effective Time, regardless of whether vested or unvested, will be cancelled in exchange for an amount in cash (without interest and subject to applicable tax withholdings), equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares of Company Stock underlying such RSU Award or Company Performance Share Award (which will be 100% of any portion of the Company Performance Share Award for which the applicable performance-based vesting criteria previously have been met and 100% of the target number of shares of Company Stock with respect to any portion of the Company Performance Share Award that remains subject to performance-based vesting criteria, in each case to the extent such portion is outstanding immediately prior to the cancellation of such Company Performance Share Award pursuant to the terms of the Merger Agreement).

Prior to the Effective Time, each outstanding equity award covering shares of Company Stock held by the executive officers and members of the Company’s board of directors will be accelerated and cancelled in exchange for an amount in cash, without interest and subject to applicable tax withholdings. The cash amount, for each such equity award that is a stock option will be equal to the amount described above with respect to Company Stock Option Awards, or that is a Company RSU Award will be equal to the amount described above with respect to a Company RSU Award, or that is a Company Performance Share Award will be equal to the amount described above with respect to a Company Performance Share Award (with any Company Performance Share Award accelerated at 100% of any portion thereof for which the applicable performance-based vesting criteria previously have been met and 100% of the target number of shares of Company Stock with respect to any portion of the Company Performance Share Award that remains subject to performance-based vesting criteria, in each case to the extent outstanding as of immediately prior to the effective time of the cancellation of such equity awards).

Triangle and Merger Sub have provided customary equity commitment letters from investment funds affiliated with Siris Capital Group, LLC and certain equity co-investors and have also obtained secured committed debt financing from Macquarie Capital Funding LLC and Macquarie Capital (USA) Inc., which, combined with the cash on hand of the Company, will enable Triangle and Merger Sub to consummate the Merger, to refinance any indebtedness required to be refinanced in connection with the consummation of the Merger and to pay all related fees and expenses, including the termination fee payable by the Company to Mitel in connection with the termination of the Mitel Merger Agreement. The Merger is not subject to a financing condition.

Consummation of the Merger is subject to customary closing conditions, including, without limitation, (i) the absence of certain legal impediments, (ii) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) antitrust regulatory approval in Germany and Russia, and (iv) approval by the Company’s stockholders of the Merger (the “ Company Stockholder Approval ”).

After the date of the Merger Agreement and until the earlier to occur of (i) the Effective Time and (ii) the date of termination of the Merger Agreement, the Company will be subject to customary restrictions on its ability to (A) solicit proposals from third parties with respect to transactions involving the sale of the Company (a “ Company Acquisition Proposal ”) and (B) provide non-public information to, or otherwise participate or engage in discussions or negotiations with, third parties regarding any such Company Acquisition Proposals, with customary exceptions for Company Acquisition Proposals that are, or could reasonably be expected to lead to a transaction that is more favorable from a financial point of view to the Company’s stockholders (after taking into account relevant terms and conditions of such Company Acquisition Proposal) (a “ Company Superior Proposal ”).

The Merger Agreement contains certain termination rights for the Company and Triangle, including the right of each party to terminate if, subject to extension in certain limited circumstances, the Merger has not been consummated on or prior to January 4, 2017 (the “ Outside Date ”).

The Company will be required to pay a termination fee to Triangle in the amount of $60 million (the “ Company Termination Fee ”) in certain circumstances, including in the event that Merger Agreement is terminated because (A) (i) the Company Stockholder Approval is not obtained at a meeting of the Company’s stockholders duly convened therefor or (ii) the Merger has not been consummated on or prior to the Outside Date and (B) (x) a Company Acquisition Proposal is made prior to such termination and (y) within 12 months after such termination, the Company enters into a definitive agreement with respect to any Company Acquisition Proposal. In addition, the Company will be required to pay the Company Termination Fee to Triangle if the Company terminates the Merger Agreement (A) because the Company’s board of directors has authorized the Company to enter into a definitive agreement with respect to a Company Superior Proposal and such definitive agreement is entered into substantially concurrently with the termination of the Merger Agreement or (B) prior to obtaining the Company Stockholder Approval because the Merger has not been consummated on or prior to the Outside Date and the Company’s board of directors has made a change in its recommendation of the Merger.

Triangle will be required to pay a termination fee to the Company (i) in the amount of $130 million in certain circumstances, including if the Company terminates the Merger Agreement due to Triangle’s failure to comply with its covenants in the Merger Agreement or Triangle’s and the Merger Sub’s failure to consummate the Merger after being notified that the Company has satisfied the conditions to the Merger applicable to the Company and is ready, willing and able to consummate the Merger, or (ii) in the amount of $150 million if such termination primarily arises from the commission of a Willful Breach by Triangle or Merger Sub of the Merger Agreement. Triangle will also pay to the Company $60 million as reimbursement for the amount of the termination fee payable by the Company to Mitel in connection with the termination of the Mitel Merger Agreement, which amount is refundable by the Company to Triangle under certain circumstances.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Each of the Company and Triangle has made customary representations and warranties in the Merger Agreement and the Company has agreed to customary covenants regarding the operation of its business prior to the Effective Time. These representations and warranties were made solely for the benefit of the parties to the Merger Agreement and: