WALTHAM, Mass., Dec. 12, 2016 /PRNewswire/ -- Lionbridge
Technologies, Inc. (Nasdaq: LIOX), today announced that it has
signed a definitive agreement to be acquired by an affiliate of
H.I.G. Capital, LLC ("H.I.G."), a leading global private equity
investment firm. Under the terms of the agreement, Lionbridge
stockholders will receive $5.75 per
share in cash for each share of Lionbridge common stock,
representing a 17% premium over Lionbridge's 60 day-weighted
average price per share as of December 09,
2016.
H.I.G. is a leading global private equity investment firm with
$21 billion of equity capital under
management. The firm invests in companies throughout the U.S.
Europe and Latin America and aligns itself with committed
management teams to help build businesses of significant value. The
H.I.G. team of over 250 investment professionals has substantial
operating, consulting, technology and financial management
experience, enabling the firm to contribute meaningfully to its
portfolio companies to help them achieve their operating and
financial objectives.
"We are pleased to announce this agreement," said Rory Cowan, Chairman and CEO of Lionbridge. "The
acquisition will allow Lionbridge to continue to focus on providing
the most innovative language and technology solutions to more than
800 world-leading brands, while accelerating our proven leadership
in global content and communications. Our Board of Directors
believes this transaction is in the best interest of our
stockholders and affirms Lionbridge's tremendous value and
market-leadership."
"We believe Lionbridge is a uniquely positioned global content
and communications company with exceptional service and
capabilities, strong relationships with its global client base, and
tremendous potential for further growth," said Matt Lozow, a Managing Director at H.I.G.
"Lionbridge is a strong company with innovative crowd-in-the-cloud
business models and a world-class team. We look forward to working
with Lionbridge management through the Company's next phase of
growth and development."
Members of Lionbridge's Board of Directors voting on the matter
have unanimously approved the merger agreement and agreed to
recommend that stockholders adopt the agreement.
Lionbridge will undertake a 45-day "go-shop" period, commencing
immediately, during which the Lionbridge Board, with the assistance
of its financial and legal advisors, will actively solicit,
evaluate and potentially enter into negotiations with parties who
offer alternative proposals. There can be no assurance that this
process will result in a superior offer. The Company does not
expect to disclose developments with respect to the solicitation
process unless and until the Board has made a decision with respect
to any potential superior proposal.
Closing of the transaction is subject to customary closing
conditions, including, among others, the affirmative vote in favor
of the transaction by holders of a majority of the Company's
outstanding common stock and the expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. It
is anticipated that the special meeting of Lionbridge's
stockholders to vote on the transaction will be held in the
first quarter of 2017, and, if the transaction is approved, the
merger would be expected to close shortly thereafter.
The transaction will be financed through a combination of debt
and equity financing, as well as potentially cash and cash
equivalents on Lionbridge's balance sheet. H.I.G. has received debt
financing commitments to finance the transaction. There is no
financing condition to the obligations of the equity sponsors to
consummate the transaction.
Union Square Advisors LLC is acting as exclusive financial
advisor to Lionbridge and provided a fairness opinion to the
special committee of the Board of Directors of Lionbridge.
Credit Suisse Securities (USA) LLC
is acting as lead financial advisor to H.I.G. in connection with
the proposed transaction. Goodwin Procter LLP is acting as
legal advisor for Lionbridge, and Kirkland & Ellis is acting as
legal advisor to H.I.G.
Additional Information about the Proposed Transaction and
Where to Find It
Lionbridge plans to file with the U.S.
Securities and Exchange Commission and furnish its stockholders
with a proxy statement in connection with the proposed transaction
with H.I.G. Investors and security holders of Lionbridge are urged
to read the proxy statement and the other relevant materials when
they become available because such materials will contain important
information about Lionbridge, H.I.G. and its affiliates and the
proposed transaction. The proxy statement and other relevant
materials (when they become available), and any and all other
documents filed by Lionbridge with the Commission, may be obtained
free of charge at the Commission's website at www.sec.gov.
In addition, investors may obtain a free copy of Lionbridge's
filings from Lionbridge's website at
http://investors.lionbridge.com or by directing a request to:
Lionbridge Technologies, Inc. 1050 Winter Street, Suite 2300,
Waltham, Massachusetts, attn:
Investor Relations or
at investor.relations@lionbridge.com.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION.
Participants in the Solicitation
Lionbridge and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the security holders of
Lionbridge in connection with the proposed transaction. Information
about those directors and executive officers of Lionbridge,
including their ownership of Lionbridge securities, is set forth in
the proxy statement for Lionbridge's 2015 Annual Meeting of
Stockholders, which was filed with the Commission on March 21, 2016, as supplemented by other
Lionbridge filings with the Commission. Investors and security
holders may obtain additional information regarding the direct and
indirect interests of Lionbridge and its directors and executive
officers in the proposed transaction by reading the proxy statement
and other public filings referred to above.
Cautionary Statement Regarding Forward-Looking
Statements
This release contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, including statements regarding the proposed
transaction with H.I.G., the timing of the closing of the
transaction, the expected impact of the transaction on Lionbridge's
business, plans and expectations for the go-shop and Lionbridge's
plans with regard to the proxy statement. Lionbridge intends such
forward-looking statements to be covered by the Safe Harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and is including this
statement for purposes of complying with these Safe Harbor
provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and expectations
of Lionbridge, may be identified by use of the words "believe,"
"expect," "intend," "anticipate," "project," or similar
expressions. Investors should not rely on forward-looking
statements because they are subject to a variety of risks,
uncertainties and other factors that could cause actual results to
differ materially from such forward-looking statements. Certain
factors which could cause actual results to differ materially from
the forward-looking statements include, but are not limited to,
general economic conditions; uncertainties as to the timing of the
acquisition; uncertainties as to whether H.I.G. will be able to
consummate the acquisition; uncertainties as to whether
Lionbridge's stockholders will provide the requisite approval for
the acquisition; the possibility that competing offers will be
made; the possibility that certain conditions to the consummation
of the acquisition will not be satisfied, including without
limitation the parties will be unable to obtain antitrust clearance
on a timely basis or at all; the possibility that Lionbridge's
stockholders will file lawsuits challenging the acquisition; the
diversion of Lionbridge's management time and attention to issues
relating to the acquisition; operating costs, customer loss and
business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers or business
partners) occurring prior to completion of the acquisition or if
the acquisition is not completed; the difficulty retaining certain
key employees of Lionbridge as a result of the announcement of the
acquisition; the possibility that costs, fees, expenses or charges
Lionbridge incurs in connection with the acquisition are greater
than expected; the possibility that the merger agreement may be
terminated in circumstances that require Lionbridge to reimburse
certain expenses to or pay a termination fee to H.I.G. or its
affiliates related to the acquisition; and changes in the economic
and financial conditions of the businesses of Lionbridge and
H.I.G.; and those risks and uncertainties discussed in Lionbridge's
Annual Report on Form 10-K for the year ended December 31, 2015 and under the heading "Risk
Factors," as updated from time to time by Lionbridge's Quarterly
Reports on Form 10-Q and other documents subsequently filed with
the Commission. Except as may be expressly required by law,
Lionbridge undertakes no obligation to update any forward-looking
statements, which speak only as of the date of this release. All
forward-looking statements in this release are qualified in their
entirety by this cautionary statement.
About Lionbridge
Lionbridge enables more than 800
world-leading brands to increase international market share, speed
adoption of products and effectively engage their customers in
local markets worldwide. Using our innovative cloud technology
platforms and our global crowd of more than 100,000 professional
cloud workers, we provide translation, online marketing, global
content management and application testing solutions that ensure
global brand consistency, local relevancy and technical usability
across all touch points of the customer lifecycle. Based in
Waltham, Mass., Lionbridge
maintains solution centers in 28 countries. To learn more, visit
http://www.lionbridge.com.
About H.I.G. Capital
H.I.G. is a leading global
private equity and alternative assets investment firm with
$21 billion of equity capital under
management.* Based in Miami, and
with offices in New York,
Boston, Chicago, Dallas, Los
Angeles, San Francisco, and
Atlanta in the U.S., as well as
international affiliate offices in London, Hamburg, Madrid, Milan, Paris,
Bogotá and Rio de Janeiro, H.I.G.
specializes in providing both debt and equity capital to small and
mid-sized companies, utilizing a flexible and operationally
focused/ value-added approach:
- H.I.G.'s equity funds invest in management buyouts,
recapitalizations and corporate carve-outs of both profitable as
well as underperforming manufacturing and service businesses.
- H.I.G.'s debt funds invest in senior, unitranche and junior
debt financing to companies across the size spectrum, both on a
primary (direct origination) basis, as well as in the secondary
markets. H.I.G. is also a leading CLO manager, through its
WhiteHorse family of vehicles, and manages a publicly traded BDC,
WhiteHorse Finance.
- H.I.G.'s real estate funds invest in value-added properties,
which can benefit from improved asset management practices.
Since its founding in 1993, H.I.G. has invested in and managed
more than 200 companies worldwide. The firm's current portfolio
includes more than 100 companies with combined sales in excess of
$30 billion. For more information,
please refer to the H.I.G. website at www.higcapital.com.
* Based on total capital commitments managed by H.I.G. Capital
and affiliates.
Contacts:
Sara Buda
Lionbridge Technologies Inc.
sara.buda@lionbridge.com
P 978.964.1404
Matt Lozow
Managing Director, H.I.G. Capital
mlozow@higcapital.com
P 305.379.2322
www.higcapital.com
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SOURCE Lionbridge Technologies, Inc.