NEW YORK, Oct. 17, 2017 /PRNewswire/ -- Siris Capital
Group, LLC ("Siris") today announced that investment funds
affiliated with Siris have entered into a definitive agreement to
acquire 100% of the common stock of Intralinks Holdings, Inc.
("Intralinks"), a global leader for secure data sharing and
enterprise collaboration solutions and a wholly owned subsidiary of
Synchronoss Technologies, Inc. ("Synchronoss") (NASDAQ: SNCR), a
leading provider of cloud-based, white-label software solutions for
communications and media companies. Investment funds affiliated
with Siris have also entered into a definitive agreement to make an
investment in convertible preferred equity of Synchronoss.
Under the terms of the agreements, investment funds affiliated
with Siris will acquire all of the stock of Intralinks for
approximately $1 billion in
consideration and Intralinks will become an independent, privately
owned portfolio company of investment funds affiliated with
Siris.
Under the terms of the agreements, investment funds affiliated
with Siris will make an investment in convertible preferred equity
of Synchronoss in an amount of $185
million. Siris' investment would initially be
convertible into approximately 19.8% of Synchronoss's common stock
and would involve certain approval and governance rights, including
with respect to the composition of the board as well as certain
consent rights relating to the company.
Acquisition of Intralinks
Intralinks is a leading global provider of cloud-based virtual
data room and highly secure team collaboration solutions to
financial institutions and enterprises. Intralinks delivers a
mission-critical product offering to some of the largest financial
services companies in the world and is well-positioned to meet the
needs of major banks and other corporations in highly regulated
industries seeking to automate document-centric, collaborative
workflows. Following consummation of the acquisition, Intralinks
will be an independent, privately owned portfolio company of
investment funds affiliated with Siris.
Leif O'Leary, the current
Executive Vice President of Strategic Financials for Synchronoss,
is expected to assume the role of Chief Executive Officer of
Intralinks following the consummation of the Intralinks
acquisition. Mr. O'Leary joined Intralinks in 2013 and, prior to
Synchronoss's acquisition of the company in January 2017, served as Executive Vice President
of Worldwide Sales and Services at Intralinks. Mr. O'Leary brings
to the CEO position deep operating experience at Intralinks and
nearly 25 years of relevant B2B industry experience.
Al Zollar, executive partner at
Siris, commented on the acquisition of Intralinks and the pending
CEO appointment of Mr. O'Leary: "Intralinks has been a leader,
innovator, and trusted partner in secure enterprise collaboration
for over 20 years, with the product capabilities, scale, and
expertise to serve the demanding and evolving needs of large
financial services and enterprise customers worldwide. Looking to
the future, Siris sees great talent and potential within the
organization, and is excited to partner with Intralinks to support
and accelerate the company's mission to solve its customers' data
sharing and collaboration needs. I have utmost confidence in Leif's
ability to lead Intralinks through this next chapter of focused
growth and innovation."
Mr. O'Leary commented: "I am honored to have the opportunity to
lead a refocused and reenergized Intralinks as we start this new
and exciting chapter of our evolution. By reemerging as a
standalone company, we will enhance and accelerate our growth and
deliver more value to our customers, partners, and employees. Siris
is the ideal partner for a number of reasons: it has deep domain
expertise in enterprise communications and collaboration, a strong
deal-making pedigree and first-hand financial services experience,
a strong operational focus, and a shared commitment to customer
enablement and success. All these qualities make Siris a natural
strategic and financial partner for Intralinks."
The Intralinks transaction is subject to specified closing
conditions, including the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act and other foreign antitrust regulatory approvals.
Upon completion of the acquisition of Intralinks, which is expected
to be consummated in mid-November
2017, Intralinks will become wholly owned by investment
funds affiliated with Siris.
Investment in Synchronoss
Synchronoss is a leading provider of cloud-based, white-label
software solutions to communications and media companies.
Synchronoss's solutions help improve the subscriber experience,
enhance subscriber monetization, and reduce operating costs for
mobile operators. The transaction with Siris, an experienced
investor in the telecommunications sector, will enable Synchronoss
to refocus its operations and strategy on its core market and help
the company preserve financial flexibility to drive sustainable
growth.
Kai Oistamo, executive partner at Siris, stated: "Siris'
investment in Synchronoss is consistent with the firm's strategy of
investing in companies that deliver mission-critical solutions and
maintain deeply embedded and trusted customer relationships. It is
a strong validation of Synchronoss's solid business and market
fundamentals, and will support a refocused strategy dedicated
exclusively to communications and media companies following the
divestiture of Intralinks. Siris' investment in Synchronoss,
combined with the acquisition of Intralinks, will allow each
company to focus on its respective products, customers, operations,
and the promising market opportunities that lie ahead."
The investment in Synchronoss is subject to specified closing
conditions, including the closing of the sale of Intralinks, the
expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act and other foreign
antitrust regulatory approvals, as well as certain other regulatory
conditions. The investment is expected to be consummated in
the first quarter of 2018.
Financing and Advisors
Equity financing will be provided by investment funds affiliated
with Siris and certain co-investors. Committed debt financing for
the Intralinks transaction will be provided by RBC Capital Markets,
Golub Capital, and Macquarie Capital. Evercore, Macquarie Capital,
Moelis & Company LLC, and RBC Capital Markets are acting as
financial advisors to Siris. Wachtell, Lipton, Rosen & Katz is
acting as corporate counsel to Siris and Greenberg Traurig, LLP is
acting as financing counsel to Siris in connection with the
transactions.
Goldman Sachs & Co. and PJT Partners are acting as financial
advisors and Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP is acting as legal
advisor to Synchronoss in connection with the transactions.
For further information regarding the terms and conditions
contained in the definitive merger agreement, please see
Synchronoss's Current Report on Form 8-K, which will be filed in
connection with this transaction.
About Intralinks, Inc. | Intralinks
Intralinks supports high-stakes financial transactions,
partnership negotiations and strategic initiatives across the
globe. With over $34 trillion worth
of financial transactions executed on its platform, Intralinks
supports the entire deal lifecycle by streamlining operations,
reducing risk, improving client experience, increasing visibility
and better engaging deal participants. In its 20-year history
Intralinks has earned the trust and business of more than 99
percent of the Global Fortune 1000. For more information,
visit www.intralinks.com.
About Synchronoss Technologies, Inc. | Synchronoss
Synchronoss (NASDAQ: SNCR) is an innovative software company
that helps communications and media companies realize and execute
their goals for mobile transformation now. It's simple, powerful
and flexible solutions serve millions of mobile subscribers and a
large portion of the Fortune 500 worldwide today. For more
information, visit www.synchronoss.com.
About Siris Capital Group, LLC | Siris Capital
Siris is a leading private equity firm focused on making control
investments in data, telecommunications, technology and
technology-enabled business service companies. Integral to Siris'
investment approach is its partnership with exceptional senior
operating executives, or Executive Partners, who work with Siris to
identify, validate and operate investment opportunities. Their
significant involvement allows Siris to partner with management to
add value both operationally and strategically. To learn more,
visit us at www.siriscapital.com.
Forward-Looking Statements
This press release contains forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, including with respect to the proposed transactions between
Siris and Synchronoss, including statements regarding the benefits
of the proposed transactions and the anticipated timing of the
proposed transactions. Forward-looking statements can be
generally identified by the use of words such as "may," "should,"
"expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "intends," "continue" or similar terminology.
These statements reflect only Siris' current expectations and are
not guarantees of future performance or results. These
statements are subject to various risks and uncertainties that
could cause actual results to differ materially from those
contained in the forward-looking statements. These risks and
uncertainties include, but are not limited to, the risk that the
proposed transactions may not be completed in a timely manner, or
at all (including that one closes but not the other); the failure
to satisfy the conditions to the consummation of the proposed
transactions, including the risk that a regulatory approval that
may be required for the proposed transactions is not obtained, or
could only be obtained subject to conditions that are not
anticipated; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
proposed transaction agreements; the effect of the announcement or
pendency of the proposed transactions on Synchronoss's business
relationships, operating results, and business generally; the risk
that revenue opportunities, cost savings, synergies and other
anticipated benefits from the proposed transactions may not be
fully realized or may take longer to realize than expected; risks
related to the equity and debt financing and related guarantee
arrangements entered into in connection with the proposed
transactions; risks regarding the failure to obtain the necessary
financing to complete the proposed transactions; risks that the
proposed transactions disrupt current plans and operations of
Synchronoss; risks related to diverting management's attention from
Synchronoss's ongoing business operations; risks related to the
outcome of any legal proceedings that may be instituted against
Synchronoss, its officers or directors related to the proposed
transactions; risks related to the cost and outcome of any other
pending and future litigations or investigations; and risks related
to the ongoing and uncompleted nature of the Synchronoss's
accounting review. Synchronoss is also subject to other risk
factors described in documents filed by the Company with the United
States Securities and Exchange Commission ("SEC"). These
forward-looking statements speak only as of the date on which the
statements were made. Siris undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, except to the
extent required by applicable law.
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SOURCE Siris Capital Group, LLC