Xura, Inc., (NASDAQ:MESG), a leading provider of digital
communications services, today announced that it has entered into a
definitive agreement to be acquired by affiliates of Siris Capital
Group, LLC (“Siris”) in a transaction reflecting an equity value of
approximately $643 million. In addition, as part of the
transaction, Xura’s existing credit facility will be refinanced.
Under the terms of the agreement, Siris will acquire all of the
outstanding shares of Xura’s common stock for $25.00 per share in
cash, representing a 19.2% premium over the closing price on May
20, 2016, a 14.8% premium over the 30-day volume-weighted average
closing stock price, and a 26.0% premium over the closing price on
April 14, 2016, the day before the Company disclosed that it was in
exclusive negotiations for a potential sale of the Company to a
third party for $25.00 per share. The agreement was
unanimously approved by Xura’s Board of Directors, which
recommended that Xura’s stockholders adopt the agreement with
Siris. A special meeting of Xura’s stockholders will be held as
soon as practicable following the filing of a definitive proxy
statement with the U.S. Securities and Exchange Commission (the
“SEC”) and subsequent mailing to stockholders.
Under the terms of the agreement, Xura may solicit alternative
acquisition proposals from third parties during a 45-day “go-shop”
period, following the date of execution of the merger agreement.
There is no guarantee that this process will result in a superior
proposal, and the merger agreement provides Siris with a customary
right to match a superior proposal.
Philippe Tartavull, President and CEO of Xura,
said, “Over the past year, the company has
experienced unprecedented change, with the divestment of the
Comverse BSS business and the combination of Comverse and Acision
to form Xura. Siris’ acquisition of Xura is a strong endorsement of
our transformation strategy and provides immediate value to our
stockholders. Working in a private setting will allow greater
flexibility to accelerate our strategy to bring best-in-class
messaging, voicemail, security, and monetization solutions to our
customers.”
Commenting on the transaction, Hubert de Pesquidoux, Siris
Capital Executive Partner, said: “Xura has a strong, credible
history in delivering communications services to CSPs globally, and
will continue to have long-term value for the digital ecosystem as
the company evolves. We see great potential and talent within the
organization, and we are excited to partner with Xura to build a
business with digital innovation and customers at its core.
Importantly, Siris has an extensive history of successfully
operating businesses that provide mission-critical products to CSPs
and understands that continued investment and customer partnership
are instrumental to delivering world-class solutions.”
The transaction is subject to customary closing conditions,
including the receipt of stockholder approval and the expiration or
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and other foreign
antitrust regulatory approvals, as necessary. The transaction
is not subject to any financing condition. Upon completion of the
acquisition, Xura will become wholly owned by an affiliate of
Siris. The transaction is currently expected to close in the third
fiscal quarter of 2016.
Siris has secured committed financing consisting of a
combination of equity and debt. The equity financing will be
provided by affiliates of Siris and the debt financing will be
provided by Cerberus Business Finance, LLC.
Goldman, Sachs & Co. is acting as financial advisor, and DLA
Piper LLP (US) is acting as legal advisor to Xura in connection
with the transaction. Guggenheim Securities, LLC is acting as
financial advisor, and Sidley Austin LLP is acting as legal advisor
to Siris in connection with the transaction.
For further information regarding the terms and conditions
contained in the definitive merger agreement, please see Xura’s
Current Report on Form 8-K, which will be filed in connection
with this transaction.
Conference Call at 8:30 am ET on
Monday, May 23, 2016Xura will conduct a conference call
for the investor community to discuss the announcement on Monday,
May 23, 2016 at 8:30 am ET.
To listen to the conference call live, please dial (678)
825-8369. Please dial in at least ten minutes before the scheduled
start time. A live webcast and presentation can be accessed at
www.xura.com by following the Investor Relations link to the events
and presentations page under the Investor News and Event section.
Following the call, a replay of the webcast will be archived in the
same location.
About Xura, Inc.Xura, Inc. (NASDAQ:MESG) offers
a portfolio of digital services solutions that enable global
communications across a variety of mobile devices and platforms. We
help communication service providers (CSPs) and enterprises
navigate and monetize the digital ecosystem to create innovative,
new experiences through our cloud-based offerings. Our solutions
touch more than three billion people through 350+ service providers
and enterprises in 140+ countries. You can find us at
Xura.com.
About Siris Capital Group, LLCSiris Capital 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 exclusively 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.
Additional Information and Where to Find
ItIn connection with the proposed merger, Xura will be
filing relevant materials with the Securities and Exchange
Commission (the “SEC”), including a preliminary proxy statement on
Schedule 14A. Promptly after filing its definitive proxy
statement with the SEC, Xura will mail or otherwise make available
the definitive proxy statement and a proxy card to each stockholder
entitled to vote at the special meeting relating to the proposed
transaction. XURA STOCKHOLDERS AND OTHER INVESTORS ARE ADVISED TO
CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IN RESPECT OF THE PROPOSED MERGER WHEN THEY BECOME
AVAILABLE, AS THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER.
Xura stockholders and other investors may obtain free copies of the
definitive proxy statement, the preliminary proxy statement and
other relevant materials in connection with the proposed merger
(when they become available), along with other documents filed by
Xura with the SEC, at the SEC’s website (http://www.sec.gov) or
through the investor relations section of Xura’s website
(http://www.xura.com).
Xura and its directors and executive officers may be deemed
participants under SEC rules in the solicitation of proxies from
Xura’s stockholders in favor of the proposed merger. Information
about Xura’s directors and executive officers and their interests
in the solicitation, which may, in some cases, differ from those of
Xura’s stockholders generally, will be included in the proxy
statement filed with the SEC in connection with the proposed
merger. Additional information about these directors and
executive officers is available in Xura’s proxy statement for its
2015 Annual Meeting of Stockholders, which was filed with the SEC
on May 28, 2015, and in Xura’s Annual Report on Form 10-K, which
was filed with the SEC on May 23, 2016. To the extent that
holdings of Xura’s securities by Xura’s directors and executive
officers have changed since the amounts printed in the latest proxy
statement or Form 10-K, such changes have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the
SEC.
Forward-Looking StatementsThis press release
contains forward-looking statements made pursuant to the
safe-harbor provisions of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements represent Xura’s
current expectations or beliefs concerning future events, plans,
strategies, or objectives that are subject to change, and actual
results may differ materially from the forward-looking statements.
Without limiting the foregoing, the words “expect,” “plan”,
“believe,” “seek,” “estimate,” “aim,” “intend,” “anticipate,”
“believe,” and similar expressions are intended to identify
forward-looking statements. Forward-looking statements may involve
known and unknown risks over which Xura has no control. Those risks
include, without limitation (i) the risk that the proposed
merger may not be completed in a timely manner, or at all, which
may adversely affect Xura’s business and the price of its common
stock, (ii) the failure to satisfy all of the closing
conditions of the proposed merger, including the adoption of the
Merger Agreement by Xura’s stockholders and the receipt of certain
governmental and regulatory approvals in the U.S. and in foreign
jurisdictions, (iii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Merger Agreement, (iv) the effect of the announcement or
pendency of the proposed merger on Xura’s business, operating
results, and relationships with customers, suppliers and others,
(v) risks that the proposed merger may disrupt Xura’s current
plans and business operations, (vi) potential difficulties
retaining employees as a result of the proposed merger,
(vii) risks related to the diverting of management’s attention
from Xura’s ongoing business operations, and (viii) the
outcome of any legal proceedings that may be instituted against
Xura related to the Merger Agreement or the proposed merger. In
addition, Xura’s actual performance and results may differ
materially from those currently anticipated due to a number of
risks including, without limitation: (i) the conditions of
markets generally and the industries in which Xura operates,
including recent volatility in Xura’s key industry segments,
(ii) the Xura’s ability to diversify its product applications,
expand its customer base, and enter into new market segments, and
(iii) other events and factors disclosed previously and from
time to time in Xura’s filings with the SEC, including Xura’s
Annual Report on Form 10-K for the fiscal year ended January 31,
2016. The documents and reports Xura files with the SEC are
available through Xura, or its website, www.Xura.com, or through
the SEC's Electronic Data Gathering, Analysis, and Retrieval system
(EDGAR) at www.sec.gov. Forward-looking statements speak only as of
the date of this communication or the date of any document
incorporated by reference in this document. Except as required by
applicable law, Xura does not undertake to update these
forward-looking statements to reflect future events or
circumstances.
Media Contact:
Maria Hudson
Xura
maria.hudson@xura.com
+44 7967813429
Investor Relations Contact:
Luke Todd
Xura
Luke.todd@Xura.com
+1-781-213-2131
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