Tekelec to Be Acquired for Approximately $780 Million
November 07 2011 - 6:00AM
Marketwired
Tekelec (NASDAQ: TKLC), the mobile broadband solutions company,
announced today that it has entered into a definitive agreement to
be acquired by a consortium led by Siris Capital Group, LLC
("Siris") and including affiliates of The ComVest Group, funds and
accounts managed by GSO Capital Partners LP, Sankaty Advisors LLC,
ZelnickMedia and other Siris limited partners and affiliates. The
transaction is valued at approximately $780 million.
Under the terms of the agreement, all outstanding shares of
Tekelec's common stock will be acquired for $11.00 per share in
cash, representing an 11% premium over the closing price on
November 4, 2011, and a 38% premium over the 30 day trading average
closing price of Tekelec common stock. The deal is expected to
close during the first quarter of 2012, pending shareholder
approval, regulatory approvals and customary closing conditions.
Tekelec's management team is expected to remain in place, and Merle
Gilmore, former President of Motorola's Communications Enterprise
and Chairman of the Board of Airvana Network Solutions Inc., will
serve as Tekelec's Executive Chairman following the closing.
"Our customers can expect the same level of innovation and
quality from our market leading products and our global team," said
Ron de Lange, President and CEO of Tekelec. "In addition, the
acquisition will provide us even greater flexibility to deliver
best-in-class solutions for the mobile data and video market, with
an unwavering focus on our global installed base of over 300
customers."
Tekelec's Board of Directors unanimously approved the
transaction and recommended that the Company's shareholders approve
the transaction. Siris Capital Group, LLC focuses on the
technology, telecommunications and healthcare industries. The
investor group has secured committed financing, consisting of a
combination of equity and debt financing.
"Tekelec presents a unique opportunity to acquire market leading
products in the Signaling, Policy, and Diameter Routing markets, a
global customer base that includes 16 of the top 20 wireless
service providers, and a highly skilled employee workforce," said
Merle Gilmore. "We will continue investing in and building on
Tekelec's reputation for innovation, scalability and reliability to
extend the Company's mobile data products to new markets and
applications."
Goldman, Sachs & Co. is acting as financial advisor, and
Bryan Cave LLP and Akin Gump Strauss Hauer & Feld LLC are
acting as legal counsel to Tekelec. Perella Weinberg Partners and
Macquarie Capital are serving as financial advisors, and Simpson
Thacher & Bartlett LLP is serving as legal counsel, to the
acquirer.
Important Additional Information and Where to
Find It At the closing of the transaction, a subsidiary of the
investor group's newly formed company will merge with and into the
Company, and the Company will survive as a wholly owned subsidiary
of the newly formed company ("Buyer"). The Company plans to file
with the Securities and Exchange Commission (the "SEC") and to mail
to its shareholders a Proxy Statement in connection with the
transaction. The Proxy Statement will contain important information
about the Company, Buyer, the merger and related matters. Investors
and security holders are urged to read the Proxy Statement
carefully when it is available. Investors and security holders will
be able to obtain free copies of the Proxy Statement and other
documents filed with the SEC by the Company and Buyer through the
web site maintained by the SEC at www.sec.gov. In addition,
investors and security holders will be able to obtain free copies
of the Proxy Statement from the Company by contacting Investor
Relations, 5200 Paramount Parkway, Morrisville, North Carolina
27560, (919) 380-6148.
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
shareholders with respect to the special meeting of the Company's
shareholders that will be held to consider the transactions
contemplated by the merger agreement. Information regarding the
Company's directors and executive officers is contained in the
Company's Annual Report on Form 10-K for the year ended December
31, 2010 and in its Proxy Statement dated April 6, 2011 for the
Company's 2011 Annual Meeting of Shareholders, both of which were
filed with the SEC. Additional information regarding the interests
of the Company's directors and executive officers in the
transaction will be included in the Proxy Statement for the special
meeting of the Company's shareholders to be held to approve the
transactions contemplated by the merger agreement and other
relevant documents regarding the proposed merger, when filed with
the SEC.
Quarterly Results The Company plans to
issue today its earnings release and to file its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2011. Tekelec is
canceling the earnings conference call that was previously
scheduled for Wednesday, November 9, 2011.
Forward-Looking Statements Certain
statements made in this press release, including but not limited to
statements regarding expectations of the benefits of the proposed
transaction, the expected timetable for completing the transaction
and the Company's future business plans (which statements may be
identified by words such as "believes," "expects," "anticipates,"
"estimates," "projects," "intends," "should," "seeks," "future,"
"continue," or the negative of such terms, or other comparable
terminology), are forward-looking, reflect current intent, belief
or expectations and involve certain risks, uncertainties,
assumptions and other factors that are difficult to predict and
that could cause actual results to differ materially from those
expressed in or indicated by them. The Company's actual future
performance may differ materially from such expectations as a
result of important risk factors, which include, in addition to
those identified in the Company's 2010 Form 10-K, 2011 First,
Second, and Third Quarter Forms 10-Q and other filings with the
Securities and Exchange Commission, any failure by the investor
group to complete the necessary debt and equity financing
arrangements contemplated by the commitment letters received in
connection with the merger; the occurrence of any event or
proceeding that could give rise to the termination of the merger
agreement; the inability of the parties to complete the merger due
to the failure to satisfy the closing conditions, including
obtaining the approval of the holders of at least a majority of the
Company's outstanding shares of common stock entitled to vote on
the adoption of the merger agreement; the outcome of any legal
proceedings that may be instituted against the Company and others
following announcement of the proposed transaction; risks that the
proposed transaction disrupts current plans and operations and
potential difficulties in employee and customer retention as a
result of the merger; the ability to recognize the benefits of the
merger; and legislative, regulatory and economic developments. Many
of the factors that will determine the outcome of the subject
matter of this press release are beyond the Company's ability to
control or predict. The Company can give no assurance that the
conditions to the merger will be satisfied. The Company undertakes
no obligation to publicly update any forward-looking statements
whether as a result of new information, future events or otherwise.
The Company also is not responsible for updating any of the other
information contained in this press release beyond the published
date, or for changes made to this press release by wire services or
Internet service providers.
About Tekelec Tekelec connects people and
devices to the mobile Internet. Our portfolio's unique layer of
network intelligence allows service providers to both manage and
monetize the exponential growth in mobile web, video and
applications traffic. Tekelec has more than 25 offices around the
world serving customers in more than 100 countries. For more
information visit www.tekelec.com.
Contacts: Kyle Macemore Vice President Finance and
Investor Relations (o) +1.919.380.6148 Email Contact Adam Parken
Senior Manager, Marketing Communications (o) +1.919.653.9681 Email
Contact
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