UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed
by the Registrant x
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Filed
by a Party other than the Registrant ¨
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Check the appropriate
box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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x
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Soliciting
Material under §240.14a-12
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BOINGO
WIRELESS, INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of
Filing Fee (Check the appropriate box):
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x
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No fee required.
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¨
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Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each
class of securities to which transaction applies:
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(2)
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Aggregate number
of securities to which transaction applies:
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(3)
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Per unit price
or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum
aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously
with preliminary materials.
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¨
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Check box if
any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously
Paid:
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(2)
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Form, Schedule
or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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DRAFT FOR BOINGO
VENUES & PARTNERS
March 1, 2021
[FIRST NAME] [LAST NAME]
[ORGANIZATION]
[ADDRESS]
[CITY], [STATE] [ZIP CODE]
Dear [FIRST NAME],
I’m writing to share some news about Boingo with you.
Today we announced that Digital Colony,
a leading digital infrastructure investment firm, has entered into an agreement to purchase Boingo. Rest assured, nothing will
change in our working relationship. You’ll have the same commitment to deliver an outstanding wireless experience day in
and day out.
If you have any questions about this announcement,
I welcome the opportunity to talk further.
Thank you, as ever, for allowing Boingo
to help keep your [passengers/customers/residents/service members] connected on the go.
Sincerely,
[SIGNATURE]
[FIRST NAME] [LAST NAME]
[TITLE]
[PHONE NUMBER]
[EMAIL ADDRESS]
Link to press release: Boingo Wireless to be Acquired by
Digital Colony
DRAFT FOR BOINGO
VENDORS
March 1, 2021
[FIRST NAME] [LAST NAME]
[ORGANIZATION]
[ADDRESS]
[CITY], [STATE] [ZIP CODE]
Dear [FIRST NAME],
I’m writing to share some important news about Boingo
with you.
Today we announced that Digital Colony, a leading digital
infrastructure investment firm, has entered into an agreement to purchase Boingo. Rest assured, nothing will change in our working
relationship.
We believe this potential acquisition signals
incredible confidence in the value of Boingo, the work we are doing, and our vital place in the wireless mobile ecosystem –
work we couldn’t do without your support.
If you have any questions about this announcement,
I welcome the opportunity to talk further.
Sincerely,
[SIGNATURE]
[FIRST NAME] [LAST NAME]
[TITLE]
[PHONE NUMBER]
[EMAIL ADDRESS]
PRESS RELEASE
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FOR IMMEDIATE RELEASE
Boingo Wireless to be Acquired by Digital
Colony
Boingo Shareholders to Receive $14.00
per share in Cash Transaction
Valued at Approximately $854 Million
Leading Digital Infrastructure Investment
Firm, Digital Colony,
Uniquely Positioned to Continue Investing in Boingo’s Diverse Network
Boingo to Become a Privately Held Company
Upon Completion of Transaction
LOS ANGELES – March 1, 2021 – Boingo
Wireless, Inc. (“Boingo” or “the Company”) (NASDAQ: WIFI), the leading distributed antenna system
(“DAS”) and Wi-Fi provider that serves carriers, consumers, property owners and advertisers worldwide, announced today
that it has entered into a definitive agreement and plan of merger to be acquired by an affiliate of Digital Colony Management,
LLC (“Digital Colony”). Upon completion of the transaction, Boingo will transition from a public company to a privately
held company.
Under the terms of the agreement, which has been unanimously
approved by Boingo’s Board of Directors, Digital Colony will acquire all the outstanding shares of Boingo common stock for
$14.00 per share in cash through a merger, in a transaction valued at approximately $854 million, including the assumption of $199
million of Boingo’s net debt obligations. The acquisition price represents a 23% premium to Boingo’s closing price
of $11.40 on February 26, 2021.
“We are pleased to have reached this agreement with Digital
Colony, which will deliver significant and immediate value to Boingo’s stockholders and concludes a robust strategic review
process undertaken by Boingo over the past year,” said Mike Finley, Chief Executive Officer of Boingo Wireless. “We
believe Digital Colony’s expertise owning and operating digital infrastructure businesses, combined with its relationships,
resources and access to long-term, private capital markets, will provide greater flexibility for Boingo to continue advancing its
business strategy.”
Warren Roll, Managing Director of Digital Colony, added, “Boingo
is a leader in indoor wireless infrastructure, operating networks that serve a large and growing addressable market. We look forward
to working with the experienced Boingo team as they continue to develop and deploy reliable networks serving their diverse set
of high-quality customers.”
The transaction, which is subject to the receipt of Boingo shareholder
approval, regulatory approvals and other customary closing conditions, is expected to close in the second quarter of 2021.
TAP Advisors is serving as exclusive financial advisor and provided
a fairness opinion to Boingo’s Board of Directors in connection with the transaction and Gunderson Dettmer is serving as
legal counsel. Credit Suisse is acting as lead financial advisor and Truist Securities Inc. is acting as co-financial advisor to
Digital Colony in connection with the transaction. Debt financing for the transaction is being led by Truist Securities Inc. along
with Joint Lead Arrangers and Joint Bookrunners TD Securities and CIT. Simpson Thacher is serving as legal advisor to Digital Colony.
For further information regarding all terms and conditions contained
in the definitive agreement, please see the Form 8-K the Company will file with the SEC in connection with this transaction.
Full Year 2020 Financial Results
In connection with the proposed transaction, Boingo has canceled
its conference call to discuss the Company’s full year 2020 results, previously scheduled for March 1, 2021 at 4:30
PM Eastern Time. The Company expects to file its Annual Report on Form 10-K for the year ended December 31, 2020 on March 1,
2021.
About Boingo Wireless
Boingo Wireless, Inc. (NASDAQ: WIFI) helps the world stay
connected. Our vast footprint of DAS, Wi-Fi and small cells reaches more than a billion people annually, making Boingo one of the
largest providers of indoor wireless networks. You’ll find Boingo connecting people and things at airports, stadiums, military
bases, convention centers, multifamily communities, and commercial properties. To learn more about the Boingo story, visit www.boingo.com.
About Digital Colony
Digital Colony is a leading digital infrastructure investment
firm with over US$30 billion in assets under management. Launched in 2017 by Digital Bridge and Colony Capital, Digital Colony
brings together Digital Bridge’s industry, operational and investment expertise, and Colony Capital’s (NYSE: CLNY)
global operating platform and capital markets access. Digital Colony is a leading investor, owner and operator enabling the next
generation of mobile and internet connectivity through investments in mission-critical infrastructure around the globe. The firm
is headquartered in Boca Raton with offices in New York, Los Angeles, London and Singapore, and has over 90 investment and operating
professionals. For more information, please visit www.digitalcolony.com.
Additional Information and Where to Find It
In connection with the transaction, the Company intends to file
relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive
proxy statement with the SEC, the Company will mail the proxy materials to each stockholder entitled to vote at the special meeting
relating to the transaction. This communication is not a substitute for the proxy statement or any other document that the Company
may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTION. The definitive proxy statement, the preliminary
proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents
filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at the Company’s
website (https://investors.boingo.com/financials/sec-filings/default.aspx) or by writing to the Company’s Secretary at 10960
Wilshire Blvd., 23rd Floor, Los Angeles, California 90024.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the transaction.
Information about the Company’s directors and executive officers and their ownership of the Company’s common stock
is set forth in the proxy statement on Schedule 14A filed with the SEC on April 21, 2020. Information regarding the identity
of the potential participants, and their direct or indirect interests in the transaction, by security holdings or otherwise, will
be set forth in the proxy statement and other materials to be filed with SEC in connection with the transaction.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains "forward-looking statements"
that involves risks, uncertainties and assumptions. Forward-looking statements can be identified by words such as "anticipates,"
"intends," "plans," "seeks," "believes," "estimates," "expects" and
similar references to future periods. These forward-looking statements include, without limitation, the statements made concerning
the Company’s intent to consummate the transaction. Forward-looking statements are based on the Company's current expectations
and assumptions regarding its business, the economy and other future conditions. Since forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company's
actual results may differ materially from those contemplated by the forward-looking statements. Among others, the following uncertainties
and other factors could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk
that the transaction may not be consummated in a timely manner, if at all; (ii) the risk that the transaction may not be consummated
as a result of buyer’s failure to comply with its covenants and that, in certain circumstances, the Company may not be entitled
to a termination fee; (iii) the risk that the definitive merger agreement may be terminated in circumstances that require
the Company to pay a termination fee; (iv) risks related to the diversion of management’s attention from the Company’s
ongoing business operations; (v) risks regarding the failure of the buyer to obtain the necessary financing to complete the
transaction; (vi) the effect of the announcement of the transaction on the Company’s business relationships (including,
without limitation, customers and venues), operating results and business generally; and (vii) risks related to obtaining
the requisite consents to the transaction, including, without limitation, the timing (including possible delays) and receipt of
regulatory approvals from governmental entities (including any conditions, limitations or restrictions placed on these approvals)
and the risk that one or more governmental entities may deny approval. Further risks that could cause actual results to differ
materially from those matters expressed in or implied by such forward-looking statements are described in the Company’s SEC
reports, including but not limited to the risks described in the Company’s Annual Report on Forms 10-K for its fiscal year
ended December 31, 2020 to be filed with the SEC on March 1, 2021. The Company assumes no obligation and does not intend
to update these forward-looking statements. Factors or events that could cause the Company's actual results to differ may emerge
from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be
required by law.
Boingo, Boingo Wi-Finder, Boingo Broadband, and the Boingo Wireless
Logo are registered trademarks of Boingo Wireless, Inc. All other trademarks are the properties of their respective owners.
CONTACTS:
For Boingo:
Media:
Melissa Robinson
Vice President, Marketing & Communications
mrobinson@boingo.com
(818) 321-7234
Investors:
Kimberly Orlando / Ariel Papermaster
ADDO Investor Relations
investors@boingo.com
(310) 829-5400
For Digital Colony:
Jon Keehner / Julie Hamilton
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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