Airspan Networks Holdings Inc. Announces Closing of Mimosa Sale to Reliance Jio and Financing Transactions
August 11 2023 - 10:45AM
Business Wire
Airspan Networks Holdings Inc. (NYSE American: MIMO), which
provides ground-breaking, disruptive software and hardware for 5G
networks, and a pioneer in end-to-end Open RAN solutions, announced
that on August 11, 2023 (the “Effective Date”), Airspan
Networks Holdings Inc. (the “Company”) (NYSE American: MIMO)
completed the previously announced sale (the “Transaction”)
of Mimosa Networks Inc. (“Mimosa”) by Airspan Networks Inc.,
a Delaware corporation and a direct wholly-owned subsidiary of the
Company (“ANI”) to Radisys Corporation, an Oregon
corporation (“Buyer”), pursuant to the Stock Purchase
Agreement, dated March 8, 2023, as amended on July 22, 2023 (the
“Purchase Agreement”).
Pursuant to the terms of the Purchase Agreement, ANI sold all of
the issued and outstanding shares of common stock of Mimosa to
Buyer for an aggregate purchase price of approximately $60 million
in cash (subject to customary adjustments as set forth in the
Purchase Agreement). The purchase price was determined based on
negotiations between Buyer and ANI prior to signing the Purchase
Agreement and is set forth in the Purchase Agreement, which was
approved by a Special Committee of the Company’s Board of
Directors. At the closing of the Transaction, $600,000 of the
purchase price was deposited into an escrow account to satisfy
post-closing indemnification obligations of ANI, which amount will
be held in escrow for up to one year from the closing date of the
Transaction. The Company used $45 million of the proceeds received
by the Company in the Transaction to repay outstanding indebtedness
under the Second A&R Credit Agreement and the Note Purchase
Agreement.
At the closing of the Transaction, ANI and Mimosa entered into,
among other agreements, a reseller agreement, pursuant to which
Mimosa will provide certain Mimosa products for resale following
the closing of the Transaction on the terms and conditions set
forth therein; a transition services agreement, pursuant to which
ANI will provide to Mimosa certain transition services following
the closing of the Transaction on the terms and conditions set
forth therein; and a license agreement pursuant to which ANI
granted to Mimosa a non-exclusive license to ANI’s Netspan element
management system and related tools on the terms and conditions set
forth therein.
Mathew Oommen, President of Reliance Jio Infocomm Limited, an
affiliate of Buyer (“Reliance Jio”) is a member of the board
of directors of the Company. Each of Reliance Jio and Buyer is a
wholly-owned subsidiary of Jio Platforms Limited, an Indian company
that is a subsidiary of Reliance Industries Limited. Reliance Jio
Infocomm USA Inc., a wholly-owned subsidiary of Reliance Jio, is a
shareholder of the Company. Reliance Jio was also one of the
Company’s largest customers by revenue for the year ended December
31, 2022, primarily for products sold by Mimosa.
Mimosa provides wireless broadband solutions. Mimosa has a
diverse portfolio of point-to-point and point-to-multi-point
products based on WiFi 5 and the newer WiFi 6E technologies as well
as related accessories, such as twist on antennas, PoE Injectors,
etc. These solutions have use cases in the backhaul requirements
for 5G and FTTX/ FWA rollouts.
On the Effective Date, the Company also entered into the Consent
and Partial Release and Amendment No. 1 to Loan Documents (the
“Credit Agreement Amendment”), among the Company, ANI,
certain other subsidiaries of the Company as guarantors, the
lenders party thereto (collectively, the “Lenders”) and
DBFIP ANI LLC (“Fortress”), as administrative agent and
collateral agent (together with is successors and assigns in such
capacities, the “Agent”). Pursuant to the Credit Agreement
Amendment, (i) the Agent and the Lenders gave additional consents
to the Transaction, (ii) the Agent released its security interest
to the extent of the assets being sold in the Transaction, (iii)
the Agent and the Lenders released Mimosa as a guarantor under the
Note Purchase Agreement, and (iv) the parties amended the terms of
the Second Amended and Restated Credit Agreement, dated May 18,
2023 (as further amended, amended and restated, restated,
supplemented or otherwise modified from time to time prior to the
Effective Date, the “Second A&R Credit Agreement”),
among the Company, ANI, the Agent and certain Lenders and
guarantors party thereto, to reflect the foregoing and the effects
of the Transaction.
On the Effective Date, the Company also entered into the Consent
and Partial Release and Fourth Amendment to Note Documents (the
“NPA Amendment”), among the Company, ANI, certain other
subsidiaries of the Company as guarantors, the purchasers party
thereto (the “Purchasers”), and Fortress, as administrative
agent and collateral agent (together with its successors and
assigns in such capacities, the “Collateral Agent”).
Pursuant to the NPA Amendment (i) the Collateral Agent and the
Purchasers gave additional consents to the Transaction, (ii) the
Collateral Agent released its security interest to the extent of
the assets being sold in the Transaction, (iii) the Collateral
Agent and the Purchasers released Mimosa as a guarantor under the
Note Purchase Agreement, and (iv) the parties amended the terms of
the Senior Secured Convertible Note Purchase and Guarantee
Agreement, dated July 30, 2021 (as further amended, amended and
restated, restated, supplemented or otherwise modified from time to
time prior to the Effective Date, the “Note Purchase
Agreement”), among the Company, ANI, the Collateral Agent, and
certain Purchasers and guarantors party thereto, to reflect the
foregoing and the effects of the Transaction.
About Airspan
Airspan Networks Holdings Inc. (NYSE American: MIMO) is a
U.S.-based provider of groundbreaking, disruptive software and
hardware for 5G networks, and a pioneer in end-to-end Open RAN
solutions that provide interoperability with other vendors. As a
result of innovative technology and significant R&D investments
to build and expand 5G solutions, Airspan believes it is
well-positioned with 5G indoor and outdoor, Open RAN, private
networks for enterprise customers and industrial use applications,
Air-to-Ground, and CBRS solutions to help mobile network operators
of all sizes deploy their networks of the future, today. With over
one million cells shipped to 1,000 customers in more than 100
countries, Airspan has global scale. For more information, visit
www.airspan.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20230811478537/en/
Investor Relations Contact: Brett Scheiner 561-893-8660
IR@airspan.com
Media Contact: mediarelations@airspan.com
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