Straight Path Board Determines that an Unsolicited Offer from a Multi-National Telecommunications Company to Acquire Straight...
April 25 2017 - 6:45AM
Business Wire
Straight Path Communications Inc. (“Straight Path”) (NYSE MKT:
STRP) announced today that the Straight Path Board of Directors
(the “Straight Path Board”) determined that an unsolicited offer
from a multi-national telecommunications company (the “Bidder”) to
acquire 100% of the issued and outstanding shares of Straight Path
for $104.64 per share (reflecting an enterprise value of $1.8
billion), which will be paid in Bidder stock in an all-stock
transaction constitutes a “Superior Proposal” as defined in
Straight Path’s previously announced definitive agreement and plan
of merger with AT&T Inc. (“AT&T”) (NYSE MKT: T) and
Switchback Merger Sub Inc., dated as of April 9, 2017 (the
“AT&T Merger Agreement”). Under the terms of the AT&T
Merger Agreement, AT&T agreed to acquire Straight Path in an
all-stock transaction in which Straight Path stockholders would
receive $95.63 per share (reflecting an enterprise value
of $1.6 billion), which would be paid using AT&T stock.
Straight Path has notified AT&T of the Straight Path Board’s
determination and, pursuant to the AT&T Merger Agreement,
AT&T has the option for the next five (5) business days (the
“Negotiation Period”) to negotiate a possible amendment of that
agreement to match or exceed the Bidder’s offer. Straight Path is
required, and intends to, negotiate in good faith with AT&T
during the Negotiation Period. Straight Path is not permitted to
enter into the Bidder’s merger agreement or to change its
recommendation in favor of the AT&T transaction unless, at the
end of the Negotiation Period, the Straight Path Board determines
that the Bidder’s offer continues to constitute a “Superior
Proposal” and satisfies certain other requirements under the
AT&T Merger Agreement. The Bidder has stated that its offer
will remain outstanding until 11:59 p.m. New York City time on May
3, 2017.
Under the AT&T Merger Agreement, Straight Path is required
to pay a $38 million termination fee to AT&T if the Straight
Path Board terminates the AT&T Merger Agreement in order to
enter into an agreement with the Bidder. The Bidder has agreed to
pay the termination fee to AT&T on Straight Path’s behalf in
such event. Straight Path would be required to repay the Bidder for
the AT&T termination fee under certain circumstances in
connection with a termination of the Bidder’s merger agreement.
At this time, Straight Path remains subject to the AT&T
Merger Agreement and the Straight Path Board has not changed its
recommendation in support of the AT&T transaction, the existing
AT&T Merger Agreement, or its recommendation that Straight
Path’s stockholders adopt the AT&T Merger Agreement. There can
be no assurances that a transaction with the Bidder will result
from the Bidder’s offer, or that any other transaction will be
consummated. There can be no assurance that AT&T will seek to
negotiate with Straight Path or will make a revised offer.
About Straight Path Communications Inc.
Straight Path (NYSE MKT: STRP) holds an extensive portfolio of
39 GHz and 28 GHz wireless spectrum licenses. Straight Path is
developing next generation wireless technology through its Straight
Path Ventures subsidiary. Straight Path holds licenses and conducts
other business related to certain patents through its Straight Path
IP Group subsidiary. Additional information is available on
Straight Path's websites.
Corporate: www.straightpath.com.
Spectrum: www.straightpath39.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
Straight Path plans to file with the SEC and mail to its
stockholders a Proxy Statement/Prospectus in connection with the
proposed transaction. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN
IMPORTANT INFORMATION ABOUT AT&T, STRAIGHT PATH, THE PROPOSED
TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY
BECOME AVAILABLE. Investors and security holders will be able to
obtain free copies of the Proxy Statement/Prospectus and the other
documents filed with the SEC by Straight Path through the web site
maintained by the SEC at www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of the Proxy
Statement/Prospectus by phone, e-mail or written request by
contacting the investor relations department of Straight Path at
the following:
Straight Path Communications Inc.
Address: 5300 Hickory Park Dr., Suite 218 Glen
Allen, VA 23059 Attention: Investor Relations
Phone: 804-433-1523 E-mail:
yonatan.cantor@straightpath.com
PARTICIPANTS IN THE SOLICITATION
Straight Path and its directors and executive officers may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transactions contemplated by the AT&T Merger
Agreement. Information regarding Straight Path’s directors and
executive officers is contained in Straight Path’s Form 10-K for
the year ended July 31, 2016 and its proxy statement dated November
22, 2016, which are filed with the SEC. A more complete description
will be available in the Proxy Statement/Prospectus.
Safe Harbor
In this press release, all statements that are not purely about
historical facts, including, but not limited to, those in which we
use the words "believe," "anticipate," "expect," "plan," "intend,"
"estimate, "target" and similar expressions, are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. While these forward-looking statements
represent our current judgment of what may happen in the future,
actual results may differ materially from the results expressed or
implied by these statements due to numerous important factors,
including, but not limited to, those described in our Annual Report
on Form 10-K for the fiscal year ended July 31, 2016 and our other
periodic filings with the SEC (under the headings "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition
and Results of Operations"). We are under no obligation, and
expressly disclaim any obligation, to update the forward-looking
statements in this press release, whether as a result of new
information, future events or otherwise.
No Offer or Solicitation
This document does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170425005809/en/
Straight PathYonatan Cantor,
804-433-1523yonatan.cantor@straightpath.com
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