Tekelec Shareholders Approve Merger Agreement
January 25 2012 - 1:10PM
Marketwired
Tekelec (NASDAQ: TKLC) today announced that at a special meeting
held today its shareholders voted to approve the Agreement and Plan
of Merger, dated November 6, 2011 (the "merger agreement"),
providing for the acquisition of Tekelec 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.
Upon consummation of the proposed merger, Tekelec shareholders
(except for Tekelec shareholders who have properly exercised their
dissenting shareholder rights) will have the right to receive
$11.00 in cash, without interest and less applicable withholding
taxes, for each share of Tekelec common stock they owned
immediately prior to the merger subject to the terms and conditions
set forth in the merger agreement.
The transaction is currently expected to close by the end of
January 2012.
About Tekelec Tekelec's intelligent mobile
broadband solutions enable service providers to manage and monetize
mobile data and evolve to LTE and IMS. We are the architects of the
new Diameter network, the foundation for session, policy and
subscriber data management. More than 300 service providers use our
market-leading solutions to deliver cloud, machine-to-machine and
personalized services to consumers and enterprises. For more
information visit www.tekelec.com.
Forward-Looking Statements Certain
statements made herein, including but not limited to statements
regarding the expected timetable for completing the transaction
(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. Tekelec'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 Tekelec's filings with the
Securities and Exchange Commission; any failure by Titan Private
Holdings I, LLC and Titan Private Acquisition Corp. 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; the outcome of any legal proceedings that may be
instituted against the Company and others prior to the closing; and
legislative, regulatory and economic developments. 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
herein beyond the published date.
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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