Globecomm Systems Inc. (NASDAQ: GCOM), a leading communications
solutions provider, announced today that an affiliate of
Wasserstein & Co. has entered into a definitive agreement to
acquire Globecomm for $14.15 per share in cash. The purchase price
represents a premium of 21.9% over the closing price on January 14,
2013, the day on which Globecomm announced that it had retained
Needham & Company to assist it in a review of potential
strategic alternatives to enhance shareholder value. The
transaction is valued at approximately $340 million.
"We believe that this transaction is in the best interest of our
shareholders, customers, partners and employees. Wasserstein &
Co. has a proven track record of helping companies build on their
success," said David Hershberg, Chairman and CEO of Globecomm.
"Globecomm is a leader in developing and managing complex
communications solutions with a strong track record of growth and
innovative engineering that leverages its global communications
network," commented Anup Bagaria, Co-Managing Partner of
Wasserstein & Co. "Globecomm has also made successful
investments in new product development that we believe will drive
future growth in both the Company's existing and new markets."
Management’s Current Expectations for the Fiscal Year Ended June
30, 2013
Based on preliminary financial results, Globecomm currently
expects the following financial results for the fiscal year ended
June 30, 2013:
• Consolidated revenues to be approximately $319.6 million.
• Services segment revenues to be approximately $199.1
million.
• GAAP diluted net income per common share to be approximately
$0.66.
• Adjusted EBITDA to be approximately $38.4 million.
The Transaction
The transaction was unanimously approved by Globecomm’s Board of
Directors and is expected to be completed in the fourth calendar
quarter of 2013. The merger is subject to antitrust clearance and
other governmental approvals, Globecomm stockholder approval, the
satisfaction of certain financial conditions and other conditions.
The transaction is expected to be financed through a combination of
cash provided by Wasserstein & Co. affiliates and other
co-investors, as well as debt financing. Highbridge Principal
Strategies, LLC, on behalf of its affiliates, has entered into a
commitment letter for the debt financing, subject to the terms
thereof.
Needham & Company is serving as exclusive financial advisor
to Globecomm. Kramer Levin Naftalis & Frankel LLP is acting as
Globecomm’s legal counsel, and Jones Day is acting as legal advisor
to Wasserstein & Co. U.S. Space LLC advised Wasserstein &
Co. with respect to industry matters.
About Wasserstein & Co.
Wasserstein & Co. is a leading independent private equity
and investment firm, focused primarily on leveraged buyout
investments and related investment activities. Wasserstein &
Co. manages capital on behalf of institutional and individual
investors. The firm is focused on investments primarily in the
media, consumer products and water equipment and services
industries. Wasserstein & Co. has offices in New York and Los
Angeles. For more information, visit www.wasserco.com.
About Globecomm Systems
Globecomm Systems Inc., (“we”, “our”, “us” or “Globecomm”) is a
leading global communications solutions provider. Employing our
expertise in emerging communication technologies, including
satellite and other transport mediums, we are able to offer a
comprehensive suite of system integration, system products, and
network services enabling a complete end-to-end solution for our
customers. We believe our integrated approach of in-house design
and engineering expertise combined with a world-class global
network and its 24 by 7 network operating centers provides us a
unique competitive advantage. We focus this value proposition to
selective vertical markets, including government, wireless, media,
enterprise and maritime. As a communications solutions provider we
leverage our global network to provide customers managed access
services to the United States Internet backbone, video content, the
public switched telephone network or their corporate headquarters
or government offices. We currently have customers for which we are
providing these solutions in the United States, Europe, South
America, Africa, the Middle East and Asia.
Based in Hauppauge, New York, Globecomm also maintains offices
in Maryland, New Jersey, Virginia, the Netherlands, South Africa,
Hong Kong, Germany, Singapore, the United Arab Emirates and
Afghanistan.
Non-GAAP Measures
Adjusted EBITDA is a non-GAAP measure which represents net
income before interest income, interest expense, provision for
income taxes, depreciation, amortization expense, non-cash stock
compensation expense, and earn-out fair value adjustments. We
believe this provides greater transparency by helping illustrate
comparability between current and prior periods. Under an
accounting pronouncement on business combinations, acquisition
related costs are required to be expensed rather than capitalized,
and changes to the fair value of earn-out payments must be
recognized in earnings. Therefore, the exclusion of the earn-out
fair value adjustments in the adjusted EBITDA calculation provides
better comparability.
Adjusted EBITDA does not represent cash flows as defined by
GAAP. We disclose adjusted EBITDA because it is a financial measure
commonly used in our industry. Because adjusted EBITDA facilitates
internal comparisons of our historical financial position and
operating performance on a more consistent basis, we also use
adjusted EBITDA in measuring performance relative to that of our
competitors and in evaluating acquisition opportunities. Our
management regularly uses supplemental non-GAAP financial measures
internally to understand, manage and evaluate our business and make
operating decisions. Adjusted EBITDA is not meant to be considered
a substitute or replacement for net income as prepared in
accordance with GAAP. Adjusted EBITDA may not be comparable to
other similarly titled measures of other companies.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction,
Globecomm will file proxy materials with the Securities and
Exchange Commission, or the SEC, relating to the solicitation of
proxies to vote at a special meeting of stockholders to be called
to approve the proposed transaction. The definitive proxy statement
will be mailed to the stockholders of Globecomm in advance of the
special meeting. Stockholders of Globecomm are urged to read the
proxy statement and other relevant materials when they become
available, as they will contain important information about the
proposed transaction. Stockholders may obtain a free copy of the
proxy statement and any other relevant documents (when available)
at the SEC’s web site at http://www.sec.gov. The definitive proxy
statement and these other documents also will be available on
Globecomm’s website (http://www.globecomm.com) and may be obtained
free of charge from Globecomm by directing a request to Globecomm
Systems Inc., Attn: Corporate Secretary, 45 Oser Avenue, Hauppauge,
NY 11788.
Globecomm and its directors and certain executive officers may
be deemed to be participants in the solicitation of proxies from
Globecomm’s stockholders in respect of the proposed transaction.
Information about the directors and executive officers of Globecomm
and their respective interests in Globecomm by security holdings or
otherwise is set forth in its proxy statement relating to the 2012
annual meeting of stockholders, which was filed with the SEC on
October 5, 2012. Investors may obtain additional information
regarding the interest of the participants by reading the proxy
statement regarding the proposed transaction when it becomes
available.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of that term in Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements include statements regarding benefits of
the proposed transaction, future performance, financing for the
transaction and the completion of the transaction. These statements
are based on the current expectations of the management of
Globecomm. There are a number of risks and uncertainties that could
cause actual results to differ materially from the forward-looking
statements included in this document. For example, among other
things, conditions to the closing of the transaction may not be
satisfied and the transaction may involve unexpected costs,
unexpected liabilities or unexpected delays. Additional factors
that may affect the future results of Globecomm are set forth in
its Annual Report on Form 10-K for the fiscal year ended June 30,
2012 and filed with the SEC on September 13, 2012, and in its
Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2013 and filed with the SEC on May 10, 2013, which are
available at http://www.sec.gov. Unless required by law, Globecomm
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Globecomm Systems Inc.Julia Hanft, 631-457-1144Vice President,
General Counsel & Corporate
Secretaryjhanft@globecomm.comCompany Information:45 Oser
AvenueHauppauge, NY 11788Phone: 631-231-9800; Fax: 631-231-1557Web:
http://www.globecommsystems.com
Globecomm Systems (NASDAQ:GCOM)
Historical Stock Chart
From Jul 2024 to Aug 2024
Globecomm Systems (NASDAQ:GCOM)
Historical Stock Chart
From Aug 2023 to Aug 2024