Creates an end-to-end Cloud Managed Services company with a
comprehensive suite of Unified Communications as a Service (UCaaS),
Communications Platform as a Service (CPaaS), and Contact Center as
a Service (CCaaS) capabilities
WESTFORD, Mass. and
ATLANTA, Dec. 2, 2020 /PRNewswire/ -- Ribbon
Communications Inc. (Nasdaq: RBBN) and American Virtual
Cloud Technologies, Inc. (Nasdaq: AVCT) today announced that
they have completed the previously announced acquisition of
Kandy Communications (Kandy) by AVCT.
Kandy complements AVCT's April
2020 acquisition of Stratos Management Systems, Inc. (dba
Computex Technology Solutions) by providing a full suite of UCaaS,
CCaaS, and CPaaS products to serve the rapidly growing cloud
communications market. Customers today demand a highly
reliable, secure, and scalable communications platform along with a
world class customer experience. AVCtechnologies offers
end-to-end services spanning from managed IT solutions, managed
services, and cloud communications, delivered by certified experts
to provide exceptional white glove customer experience to business
customers, service providers, independent software vendors, and
system integrators. AVCtechnologies is now positioned as a premier
white label provider of choice for UCaaS, CCaaS and
CPaaS.
"We are very pleased to welcome Kandy to the AVCtechnologies
family," said Xavier Williams, Chief
Executive Officer of AVCtechnologies. Williams added, "Kandy will
be our linchpin, enabling us to provide carrier grade, global cloud
communications that address the needs of medium and large
enterprises. As the velocity of public, hybrid, and private cloud
communications continues, we are in a fortunate position to be able
to focus on execution while competitors in our space need to
concentrate on platform capabilities, global expansion and improved
customer experience. Kandy's world class, globally-deployed,
carrier grade, white-labeled proprietary communications platform
gives AVCtechnologies the ability to solve customer communication
needs. Kandy's platform, significant growth trajectory, and global
marquee customer and partner base, including AT&T, City of Los Angeles, IBM, and Etisalat (the
largest telecom provider in the UAE), accelerates our go to market
plans and enables us to expand our award-winning portfolio."
Bruce McClelland, Ribbon's CEO,
stated, "We are impressed with the depth of talent and vision of
the AVCtechnologies' management team and believe that with the
addition of the innovative Kandy team, the company will continue to
provide excellent service to channel partners and customers.
We are confident that AVCT is poised to unlock additional value
with Kandy, and we are excited to be a shareholder of the
Company."
The transaction was completed pursuant to the terms of an
amended and restated purchase agreement. At the closing, AVCT
issued to Ribbon units of securities consisting of convertible
debentures in an aggregate principal amount of approximately
$45 million and warrants to purchase
an aggregate of approximately 4.5 million shares of AVCT's common
stock for an exercise price of $0.01
per share. The purchase price is subject to adjustment based on the
net working capital of the Kandy business as of the closing date.
In connection with the closing of the transaction, an affiliate of
Navigation Capital Partners, Inc. entered into a subscription
agreement with AVCT, pursuant to which it purchased $10 million in the same units of securities
issued to Ribbon, and committed to purchase up to an additional
$25 million of such units to provide
the Company working capital to fund its anticipated growth.
About
Ribbon
Ribbon Communications (Nasdaq: RBBN) delivers global communications
software and packet and optical 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,
cloud-native offers, leading-edge software security and analytics
tools, as well as 5G-ready packet and optical networking solutions
acquired via our recent merger with ECI Telecom. To learn more
about Ribbon visit rbbn.com.
About AVCtechnologies
AVCtechnologies provides
comprehensive and innovative cloud based UCaaS, Cybersecurity, and
IT solutions for over 900 enterprise customers, including 350+
managed service clients. Our mission is to be your partner for the
delivery of reliable and secure managed cloud services, hardware,
and software with an excellent customer experience. For more
information, visit avctechnologies.com.
About Kandy
Kandy 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.
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 anticipated
results of the 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 and the
future results of the combined business. 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 risks that the
new businesses will not be integrated successfully; failure to
realize anticipated benefits of the combined operations; potential
litigation relating to the transaction and disruptions from the
transaction that could harm AVCtechnologies' or Ribbon's business;
ability to retain key personnel; the potential impact of
consummation of the 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.
MEDIA / ANALYST
CONTACTS – 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
|
|
|
MEDIA / ANALYST
CONTACTS – AVCT
|
Thomas King
+1 (404) 239-2863
info@avctechnologies.com
|
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SOURCE Ribbon Communications Inc.; American Virtual Cloud
Technologies, Inc.