Mitel® (Nasdaq:MITL) (TSX:MNW), a global leader in business
communications, today announced the completion of its acquisition
of ShoreTel. With this addition, Mitel has accelerated its
move-to-the-cloud strategy, shifting into the #2 market share
position for UCaaS (Unified Communications as a Service) globally*
as customers worldwide look for cloud and cloud-capable solutions
to digitally transform their businesses.
Seamless and simple cloud communications and
collaboration solutions for customers
“Digital transformation is rapidly changing business models in
every industry and every corner of the globe, opening the door to
disruptive opportunities for companies to grow and compete. For
businesses, moving to a cloud communications and collaboration
system inside their own organizations is a natural first step on
their digital transformation journey,” said Rich McBee, President
and Chief Executive Officer of Mitel. “Mitel and ShoreTel are now
stronger together and even better equipped to help take our
customers to the cloud, seamlessly and simply.”
Stronger together with rich cloud culture and
offering
With the market moving further and faster to a cloud footing,
McBee highlighted the success ShoreTel’s management team and
employees have had in transforming their business to meet changing
customer needs and delivering an exceptional customer
experience.
“In an apps economy and IoT world that depends on real-time
communications, providing an agile, responsive and brilliantly
simple customer experience becomes wildly important,” said McBee.
“Don Joos and the entire ShoreTel team have institutionalized and
mobilized that mantra, and put in place a cloud-first portfolio we
are excited to take to customers globally, and a cloud-culture and
organization we are thrilled to embrace and expand in Mitel.”
Stronger together, with highly complementary cloud
architectures, Mitel expects to share the vision for its integrated
cloud and applications technologies early in 2018.
Seamless solutions to take all customers to the cloud
with lifecycle support
Consistent with Mitel’s vision of providing customers with
seamless communications and collaboration, a design philosophy of
always providing customers a technology path to the future, and a
corporate commitment to ensuring business continuity, Mitel and
ShoreTel customers and partners can continue to count on the same
cloud and on-site solutions they always have. Mitel will provide
ongoing service and support for all products throughout their
lifecycles. Customers and partners will be notified and updated in
advance of all product announcements.
“Regardless if you are a small business owner or the IT director
for a Fortune 500 company, digitally transforming your organization
to leverage business applications in the cloud, connect remote
workers, and access collaboration tools that work in and out of the
office, can be daunting. But it doesn’t have to mean ripping out
everything already in place or stranding investments already made,”
said Elka Popova, Vice President and Senior Fellow, Connected Work
and Digital Experience, Frost and Sullivan. “Companies need a
pragmatic blueprint to move to the cloud, and with ShoreTel
solutions now part of Mitel’s portfolio, Mitel is better-positioned
to offer that kind of rational choice to more businesses so that
customers can have their cake and eat it too.”
Transaction Details
In conjunction with the closing of the acquisition, Mitel today
completed the financing of an incremental US$300 million term loan
priced at LIBOR plus 3.75% with a LIBOR floor of 1.00% maturing in
September 2023. Proceeds of the incremental term loan, along with
credit available under the existing revolving credit facility and
cash on hand from the combined companies, were used to finance the
acquisition of ShoreTel as well as fees and expenses related to the
foregoing.
BMO Capital Markets led the new term loan facility
with Citizens Bank, N.A., HSBC Bank Canada and
Canadian Imperial Bank of Commerce serving as Joint Lead Arrangers
and Joint Bookrunners. Citizens Bank, N.A., led the
amendment of the existing facilities and will act as administrative
agent for both the existing and new facilities. EA
Markets LLC acted as Mitel’s independent financial
advisor in conjunction with the arrangement and structuring of the
financing.
*Source: Synergy Research, Q2 2017 UCaaS Market Share Report,
August, 2017
Transaction Information for ShoreTel
Stockholders
Mitel’s previously announced tender offer (“Offer”) to acquire
all of the issued and outstanding shares of ShoreTel common stock
expired at 5:00 p.m., New York City time, on September 22, 2017. A
total of 62,046,693 shares of ShoreTel common stock were validly
tendered in the Offer, representing approximately 89.3% of the
outstanding shares. All of the conditions to the closing of the
Offer have been satisfied and Mitel has accepted for payment and
paid for all of the tendered shares. Following acceptance for
payment of the shares of ShoreTel common stock tendered in the
Offer, Mitel completed the acquisition of ShoreTel through the
merger of its subsidiary with and into ShoreTel, pursuant to which
each share of ShoreTel common stock not tendered in the Offer
(other than shares held by any stockholder that was entitled to and
has properly demanded statutory appraisal of its shares) has been
cancelled and converted into the right to receive the same $7.50
per share in cash, without interest and subject to any required
withholding taxes, as paid for shares tendered in the Offer. As a
result of the merger, ShoreTel is now a wholly-owned subsidiary of
Mitel.
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 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 persons acting on its 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 acquisition of ShoreTel (the “transaction”); 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; 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 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, Mitel has no 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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