Kandy acquisition adds industry-leading proprietary,
multi-tenant cloud communications platform
Combination creates a comprehensive suite of Unified
Communications as a Service (UCaaS), Communications Platform as a
Service (CPaaS), and Contact Center as a Service (CCaaS)
capabilities
ATLANTA and WESTFORD, Massachusetts, Aug. 5, 2020 /PRNewswire/ -- American
Virtual Cloud Technologies, Inc. (NASDAQ: AVCT) and
Ribbon Communications Inc. (NASDAQ:RBBN) today
announced they have entered into a definitive agreement for
AVCtechnologies to acquire Kandy Communications, an
industry-leading proprietary, multi-tenant, highly scalable cloud
communications platform, from Ribbon, in an all-stock
transaction.
The proposed acquisition combines AVCtechnologies' 30+ years of
experience delivering exceptional white-glove customer service to
enterprise customers across a range of managed IT solutions with
Kandy's pure-play, industry-leading, proprietary UCaaS, CPaaS, and
CCaaS platform to provide a best-in-class, end-to-end communication
experience for channel partners, their customers and end users.
"We are delighted to announce the acquisition of Kandy, which is
a major step in strengthening our ability to deliver a
comprehensive set of cloud solutions and managed services offerings
to our customers," said AVCtechnologies CEO Darrell J. Mays. "We are extremely
fortunate to be able to acquire Kandy, which has built one of the
most impressive and advanced cloud communication platforms in the
world."
"This acquisition significantly accelerates our growth strategy
and vision to become a leading provider in the large and
fast-growing cloud communications industry while increasing our
penetration into global medium-sized and large enterprise clients,"
added Graham McGonigal,
AVCtechnologies Chief Operating Officer.
Founded in 2014, Kandy is a global provider of complex
deployments of UCaaS, CPaaS, and CCaaS for mid-market and
enterprise customers across its powerful, proprietary multi-tenant,
highly scalable cloud platform. The Kandy platform also includes
pre-built customer engagement tools, based on WebRTC technology,
known as Kandy Wrappers, and provides white-labeled services to a
variety of customers including communications service providers and
systems integrators.
Kandy was created to help enterprise adopt the cloud, embrace
agile innovation and enable programmable communications to save
cost, increase productivity, and grow revenues. With Kandy,
communication becomes more immediate and contextual resulting in
better business outcomes.
Kandy has built a comprehensive roster of globally recognized
customers, including AT&T, City of
Los Angeles, IBM, and Etisalat (the largest telecom provider
in the UAE).
Bruce McClelland, Ribbon's CEO,
stated "We are extremely impressed with the tremendous depth of
talent and vision of the AVCtechnologies' management team and
believe that with the addition of the talented and innovative Kandy
team, the company will continue to thrive and flourish. We expect
the combination of the two entities to generate significant growth
and value, and we are excited to be a shareholder of the combined
company."
Upon closing, the senior leadership team of Kandy and its
personnel, composed of talented business and technology
professionals, are expected to join AVCtechnologies.
Under the agreement, AVCtechnologies will issue thirteen million
shares of its common stock to Ribbon Communications. The
transaction is expected to close in the second half of 2020
and is subject to standard regulatory review and receipt of the
approval of AVCtechnologies' stockholders, AVCtechnologies'
completion of an equity offering, as well as other customary
closing conditions.
Truist Securities, Inc. is serving as sole financial advisor and
Greenberg Traurig LLP is serving as legal counsel to
AVCtechnologies. Q Advisors is serving as sole financial advisor
and Latham & Watkins LLP is serving as legal counsel to
Ribbon.
About American Virtual Cloud Technologies, Inc.
AVCtechnologies makes comprehensive and innovative cloud-based
UCaaS, Cybersecurity, and IT solutions simple for over 900
enterprise customers, including 350+ managed service clients. Our
mission is to be your single destination partner for the
white-glove delivery of reliable and secure managed cloud services,
hardware, and software. For more information, visit
avctechnologies.com.
About Kandy
Kandy, a division of Ribbon, is a
cloud-based, real-time communications platform offering proprietary
UCaaS, CPaaS, and CCaaS capabilities. Kandy enables service
providers, enterprises, software vendors, systems integrators,
partners and developers to enrich their applications and services
with real-time contextual communications, providing a more engaging
user experience. With Kandy, companies of all sizes and types can
quickly embed real-time communications capabilities into their
existing applications and business processes. For more information
visit kandy.io.
About Ribbon
Ribbon Communications (Nasdaq: RBBN), which recently merged with
ECI Telecom Group, delivers global communications software and
network solutions to service providers, enterprises and critical
infrastructure sectors. We engage deeply with our customers,
helping them modernize their networks for improved competitive
positioning and business outcomes in today's smart, always-on and
data-hungry world. Our innovative, end-to-end solutions portfolio
delivers unparalleled scale, performance, and agility, including
core to edge IP solutions, leading-edge software security and
analytics tools, as well as packet and optical networking
leveraging ECI's Elastic Network technology. To learn more about
Ribbon visit rbbn.com. For more information about our Elastic
Network technology packet-optical portfolio visit ecitele.com.
Important Information and Where to Find It
A full description of the terms of the transaction will be
provided in a proxy statement for the stockholders of
AVCtechnologies (the "Proxy Statement"), to be filed with the SEC.
AVCtechnologies urges investors, stockholders and other interested
persons to read, when available, the preliminary proxy statement as
well as other documents filed with the SEC because these documents
will contain important information about AVCtechnologies, Kandy and
the proposed transaction. The definitive proxy statement will be
mailed to stockholders of AVCtechnologies as of a record date to be
established for voting on the proposed transaction. Stockholders
will also be able to obtain a copy of the definitive proxy
statement (when available), without charge, by directing a request
to: American Virtual Cloud Technologies, Inc., 1720 Peachtree
Street, Suite 629, Atlanta, GA
30309. The preliminary and definitive proxy statement, once
available, can also be obtained, without charge, at the SEC's
website (www.sec.gov).
Participants in the Solicitation
AVCtechnologies and its directors and executive officers may be
considered participants in the solicitation of proxies by
AVCtechnologies in connection with the proposed transaction.
Information about the directors and executive officers of
AVCtechnologies is set forth in its Annual Report on Form 10-K for
the fiscal year ended March 31, 2020,
which was filed with the SEC on June 29,
2020, and will be set forth in its proxy statement, which
will be filed with the SEC when it becomes available. You may
obtain these documents (when they become available, as applicable)
free of charge through the sources indicated above.
Non-Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
Important Information Regarding Forward-Looking
Statements
This release contains forward-looking statements concerning
AVCtechnologies, Kandy and Ribbon, the proposed transaction and
other matters. These statements may discuss goals, intentions
and expectations as to future plans, trends, events, results of
operations or financial condition, or otherwise, based on current
beliefs of the management of AVCtechnologies and Ribbon, as well as
assumptions made by, and information currently available to, such
management. Forward-looking statements may be accompanied by
words such as "aim," "anticipate," "believe," "seek," "see,"
"plan," "could," "would," "should," "estimate," "expect,"
"forecast," "future," "guidance," "intend," "may," "will,"
"possible," "potential," "predict," "project," "target" or similar
words, phrases or expressions, and include statements regarding the
anticipated benefits of the acquisition of Kandy by
AVCtechnologies, the required equity offering and anticipated
timing of closing of the transaction. These forward-looking
statements are subject to various risks and uncertainties, many of
which are outside the parties' control, such as statements about
the consummation of the proposed transaction.
Factors that could cause actual results to differ materially
from those in the forward-looking statements include failure to
consummate the proposed transaction; failure to make or take any
filing or other action required to consummate the proposed
transaction in a timely matter or at all; failure to obtain
shareholder approvals in a timely manner or otherwise; failure to
satisfy other closing conditions to the proposed transactions;
risks that the new businesses will not be integrated successfully;
failure to realize anticipated benefits of the combined operations;
potential litigation relating to the proposed transaction and
disruptions from the proposed transaction that could harm
AVCtechnologies' or Ribbon's business; ability to retain key
personnel; the potential impact of announcement or consummation of
the proposed transaction on relationships with third parties,
including customers, employees and competitors; and conditions in
the capital markets. The foregoing list of factors is not
exhaustive. All of the parties' forward-looking statements
involve risks and uncertainties (some of which are significant or
beyond the parties' control) and assumptions that could cause
actual results to differ materially from their respective
historical experience and present expectations or
projections. You should carefully consider the foregoing
factors and the other risks and uncertainties that affect the
parties' businesses, including those described in the most recent
respective Annual Report on Form 10-K and Quarterly Reports
on Form 10-Q of the parties, as well as the other documents filed
by the parties from time to time with the SEC. The parties
caution you not to place undue reliance on any forward-looking
statements, which speak only as of the date hereof. Neither
AVCtechnologies nor Ribbon undertakes any obligation to publicly
update or revise any of forward-looking statements after the date
they are made, whether as a result of any changes in circumstances
or new information, future events or otherwise, except to the
extent required by applicable law.
The information in this release contains forward-looking
statements regarding future events that involve risks and
uncertainties, including statement regarding the parties' ability
to consummate the proposed transaction, the timing to consummate
the proposed transaction and the anticipated benefits of the
proposed transaction. All statements other than statements of
historical facts contained in this release are forward-looking
statements. The actual results of AVCtechnologies and/or Ribbon
Communications may differ materially from those contemplated by the
forward-looking statements. Risks and uncertainties that may impact
the forward-looking statements contained in this release include,
without limitation, the potential that one or more conditions to
closing the proposed transaction, including the requisite receipt
of AVCtechnologies' shareholders approval, AVCtechnologies' ability
to successfully complete the required equity financing and the
receipt of required regulatory approvals, will not be satisfied.
For further information regarding risks and uncertainties
associated with AVCtechnologies' and Ribbon Communications'
respective businesses, please refer to the "Risk Factors" section
of their respective most recent annual or quarterly reports filed
with the SEC. Any forward-looking statements represent
AVCtechnologies' and/or Ribbon Communications' views only as of the
date on which such statement is made and should not be relied upon
as representing either such company's views as of any subsequent
date. While AVCtechnologies and/or Ribbon Communications may elect
to update forward-looking statements at some point, each such
company specifically disclaims any obligation to do so.
PRESS / ANALYST CONTACTS
American Virtual
Cloud Technologies
|
|
Thomas
King
|
+1 (404)
239-2863
|
info@avctechnologies.com
|
|
|
Ribbon
|
|
|
|
Investor
Relations
|
APAC, CALA &
EMEA Press
|
Monica
Gould
|
Catherine
Berthier
|
+1 (212)
871-3927
|
+1 (646)
741-1974
|
IR@rbbn.com
|
cberthier@rbbn.com
|
|
|
North American
Press
|
Analyst
Relations
|
Dennis
Watson
|
Michael
Cooper
|
+1 (214)
695-2224
|
+1 (708)
212-6922
|
dwatson@rbbn.com
|
mcooper@rbbn.com
|
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