Mitel Announces Extension of the Tender Offer to Acquire ShoreTel until September 22, 2017
September 18 2017 - 7:12PM
Mitel Networks Corporation (“Mitel”) (Nasdaq:MITL) (TSX:MNW) today
announced that the tender offer (the “Offer”) made by Mitel’s
indirect, wholly-owned subsidiary (the “Offeror”) to acquire all of
the issued and outstanding shares of common stock of ShoreTel, Inc.
(“ShoreTel”) (Nasdaq:SHOR) for US$7.50 per share, net to the seller
in cash, net of applicable withholding taxes and without interest,
has been extended until 5:00 p.m., New York City time, on September
22, 2017. The Offer was previously scheduled to expire at 5:00
p.m., New York City time, on Monday, September 18, 2017. All other
terms and conditions of the tender offer remain unchanged.
Based on information provided by the depositary and paying agent
for the Offer, as of 5:00 p.m., New York City time on Monday,
September 18, 2017, approximately 58,298,389 shares of common
stock, representing approximately 84.15% of the outstanding shares
of common stock, of ShoreTel were validly tendered and not validly
withdrawn from the Offer.
The Offer is being briefly extended to align with the expected
completion of the Offeror’s debt financing syndication process.
Mitel expects to complete the Offer closing and the consummation of
the merger promptly following the new expiration time, subject to
the satisfaction of the conditions to the Offer and the merger.
Additional Information
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of ShoreTel common stock, nor is it a substitute for the
tender offer materials that Mitel and its acquisition subsidiary
have filed with the U.S. Securities and Exchange Commission (the
“SEC”). Mitel and its acquisition subsidiary have filed tender
offer materials on Schedule TO and ShoreTel has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. The tender offer materials
(including an Offer to Purchase, a related Letter of Transmittal
and certain other offer documents) and the
Solicitation/Recommendation Statement contain important
information. Holders of shares of ShoreTel common stock are urged
to read these documents because they contain important information
that holders of ShoreTel common stock should consider before making
any decision regarding tendering their shares. The Offer to
Purchase, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement,
are available to all holders of shares of ShoreTel common stock at
no expense to them. The tender offer materials and the
Solicitation/Recommendation Statement are available for free at the
SEC’s web site at www.sec.gov. Copies of these documents are also
available free of charge on Mitel’s website at investor.Mitel.com
or by contacting Mitel’s Investor Relations Department at
469-574-8134. Copies of the documents filed with the SEC by
ShoreTel are available free of charge on ShoreTel’s website at
ir.shoretel.com or by contacting ShoreTel’s Investor Relations
Department at (408) 962-2573. In addition to the Offer to Purchase,
the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement,
Mitel and ShoreTel file annual, quarterly and special reports and
other information with the SEC. You may read and copy any reports
or other information filed by Mitel or ShoreTel at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further
information on the public reference room. Mitel’s and ShoreTel’s
filings with the SEC are also available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
Forward Looking Statements
Some of the statements in this press release are forward-looking
statements (or forward-looking information) within the meaning of
applicable U.S. and Canadian securities laws. These include
statements using the words believe, target, outlook, may, will,
should, could, estimate, continue, expect, intend, plan, predict,
potential, project and anticipate, and similar statements which do
not describe the present or provide information about the past.
There is no guarantee that the expected events or expected results
will actually occur. Such statements reflect the current views of
management of Mitel and ShoreTel and are subject to a number of
risks and uncertainties. These statements are based on many
assumptions and factors, including general economic and market
conditions, industry conditions, operational and other factors. Any
changes in these assumptions or other factors could cause actual
results to differ materially from current expectations. All
forward-looking statements attributable to Mitel or ShoreTel, or
persons acting on either of their behalf, are expressly qualified
in their entirety by the cautionary statements set forth in this
paragraph. Undue reliance should not be placed on such statements.
In addition, material risks that could cause actual results to
differ from forward-looking statements include: the inherent
uncertainty associated with financial or other projections; the
integration of Mitel and ShoreTel and the ability to recognize the
anticipated benefits from the proposed acquisition of ShoreTel (the
“transaction”); the ability to obtain required regulatory approvals
for the transaction, the timing of obtaining such approvals and the
risk that such approvals may result in the imposition of conditions
that could adversely affect the expected benefits of the
transaction; the risk that the conditions to the transaction are
not satisfied on a timely basis or at all and the failure of the
transaction to close for any other reason; the anticipated size of
the markets and continued demand for Mitel and ShoreTel products
and services; the impact of competitive products and pricing and
disruption to Mitel’s and ShoreTel’s respective businesses that
could result from the announcement of the transaction; access to
available financing on a timely basis and on reasonable terms,
including amending Mitel’s existing credit facilities to fund the
cash portion of the consideration in connection with the
transaction; the ability to recognize the anticipated benefits from
the divestment of Mitel’s mobile division (“Mobile Division”);
risks associated with the non-cash consideration received by Mitel
in connection with the divestment of the Mobile Division; the
impact to Mitel’s business that could result from the announcement
of the divestment of the Mobile Division; Mitel’s ability to
achieve or sustain profitability in the future; fluctuations in
quarterly and annual revenues and operating results; fluctuations
in foreign exchange rates; current and ongoing global economic
instability, political unrest and related sanctions; intense
competition; reliance on channel partners for a significant
component of sales; dependence upon a small number of outside
contract manufacturers to manufacture products; and, Mitel’s
ability to successfully implement and achieve its business
strategies, including its growth of the company through
acquisitions and the integration of recently acquired businesses
and realization of synergies, including the proposed acquisition of
ShoreTel. Additional risks are described under the heading “Risk
Factors” in Mitel’s Annual Report on Form 10-K for the year ended
December 31, 2016 filed with the SEC and Canadian securities
regulatory authorities on March 1, 2017, in Mitel’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2017 filed with
the SEC and Canadian securities regulatory authorities on July 28,
2017, and in ShoreTel’s Annual Report on Form 10-K for the year
ended June 30, 2017 filed with the SEC on September 8, 2017.
Forward-looking statements speak only as of the date they are made.
Except as required by law, neither Mitel nor ShoreTel has any
intention or obligation to update or to publicly announce the
results of any revisions to any of the forward-looking statements
to reflect actual results, future events or developments, changes
in assumptions or changes in other factors affecting the
forward-looking statements.
About Mitel
A global market leader in enterprise
communications powering more than two billion business
connections, Mitel (Nasdaq:MITL) (TSX:MNW) helps
businesses and service providers connect, collaborate and provide
innovative services to their customers. Our innovation and
communications experts serve more than 60 million business
users in more than 100 countries. For more information, go
to www.mitel.com and follow us on Twitter @Mitel.
Mitel is the registered trademark of Mitel Networks
Corporation.
All other trademarks are the property of their respective
owners.
MITL-F Contact Information:
MediaCamille
Beasley469-212-0433camille.beasley@mitel.com
InvestorsMichael
McCarthy469-574-8134michael.mccarthy@mitel.com
Industry AnalystsDenise
Hogberg469-212-0434denise.hogberg@mitel.com
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