Mitel Announces Definitive Agreement to Acquire Mavenir
(Thomson Reuters ONE) -
Creates a Global Leader in Converged IP Communications for Enterprises, Service
Providers and Mobile Operators
* Solidifies comprehensive portfolio of unified communications (UCC) and rich
communications services (RCS) across fixed and mobile environments
* Significantly expands Mitel's addressable market and capitalizes on
immediate growth of Voice over LTE (VoLTE) as mobile carriers make the move
to all IP and 4G services
* Adds a new high-growth business unit for Mitel delivering collaboration
services across mobile and enterprise networks
* Expands Mitel's service provider and mobile operator footprint to over 130
service providers and mobile operators, including 15 of the top 20 mobile
carriers worldwide, covering 2 billion subscribers
BARCELONA, Spain, March 2, 2015 (GLOBE NEWSWIRE) -- Mitel® (Nasdaq:MITL)
(TSX:MNW), a global leader in business communications, and Mavenir Systems
(NYSE:MVNR), a leading provider of software-based networking solutions for
mobile carriers, today announced that that they have entered into a definitive
merger agreement in which Mitel will acquire all of the outstanding shares of
Mavenir common stock in a cash and stock deal valued at approximately $560
million. Under the terms of the merger agreement, Mitel will commence an
exchange offer pursuant to which Mavenir stockholders will be entitled to elect
to receive either all-cash or all-stock consideration for each share of Mavenir
common stock, subject to proration, in either case with a value of $11.08 plus
0.675 of a Mitel common share, or $17.94 based on the closing price of a Mitel
common share on February 27, 2015.
Capitalizing on growth as markets converge around enterprise and mobile IP
unified communications
The transition to LTE has hit an inflection point, with carriers around the
world beginning to transition to all-IP 4G mobile, unlocking the potential for
more efficient delivery of high quality voice services, new rich communications
services, and new revenue sources for mobile carriers. With the acquisition of
Mavenir, Mitel expects to expand its total addressable market by approximately
$14B by 2018*, and be well positioned to capitalize on increasing demand for 4G
LTE services, which is growing at approximately 52% annually (CAGR). *Source:
DellOro, Infonetics, Markets&Markets.
"Mitel is a leader in enterprise and cloud communications, markets in which
mobility is becoming increasingly influential. With wireless adoption of IP and
4G LTE and demand for next gen mobile services ramping quickly, we see a
compelling opportunity to capitalize on a major market transition to add a high-
growth mobile business to Mitel," said Rich McBee, President and CEO of Mitel.
"We believe the combination of Mitel and Mavenir creates a powerful new value
proposition for enterprises and mobile service providers, using a common IP
technology layer as the foundation for convergence, growth and competitive
differentiation."
With an established footprint of over 130 mobile customers including 15 of the
top 20 mobile carriers worldwide, Mavenir is a leader in 4G LTE mobile solutions
helping to define the market with a series of industry firsts, including: the
world's first live network deployments of Voice over LTE (VoLTE) and RCS5 with
MetroPCS (now T-Mobile); the first mobile network deployment of IMS-based VoWi-
Fi (Wi-Fi calling) with T-Mobile US; and the first implementation of Virtualized
RCSe with Deutsche Telekom. The deal provides Mavenir the financial and
operational footprint to drive further market expansion of the company's award-
winning mobile solutions.
"The move to all-IP LTE mobile networks has created a unique opportunity for
service providers to leverage a converged all-IP network to offer feature-rich
business and consumer communication services to any device, anywhere, on any
access network," said Pardeep Kohli, President and CEO, of Mavenir. "We believe
that the combined company is ideally positioned to capitalize on the trends
within the communications industry today; namely, the convergence across
enterprise and mobile networks to all-IP technologies, and the transition to
cloud-based unified communications telephony and software-defined virtualized
infrastructure."
Upon closing of the transaction, Mavenir will become the mobile business
division of Mitel, operating under the brand Mavenir. Pardeep Kohli will join
Mitel in the role of President, Mavenir, reporting to Rich McBee.
Transaction Details
In connection with the execution of the merger agreement, certain of Mavenir's
significant stockholders, who collectively hold approximately 45% of the
outstanding shares of Mavenir common stock, have entered into tender support
agreements with Mitel pursuant to which they have agreed to tender their shares
to Mitel's offer. Mitel intends to finance the cash portion of the consideration
for the acquisition, and the refinancing of its existing credit facilities and
those of Mavenir, using a combination of cash on hand and proceeds from new
senior secured credit facilities (which will consist of a senior secured term
loan and revolving credit facility), and has received financing commitments from
BofA Merrill Lynch and Credit Suisse AG of approximately $700 million in the
aggregate. Closing of the transaction is subject to Mavenir stockholders having
tendered shares representing at least a majority of the outstanding shares of
Mavenir common stock on a fully diluted basis, certain regulatory and stock
exchange approvals and other customary conditions. Upon completion of the
exchange offer Mitel expects to complete a short-form merger, which will not
require approval of Mavenir's stockholders, to cancel any shares of Mavenir
common stock not tendered to its offer in exchange for the merger consideration.
The transaction will not require approval of Mitel's shareholders and is
expected to be completed in the second quarter of 2015.
BofA Merrill Lynch is acting as financial advisor and Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Osler, Hoskin & Harcourt LLP are acting as legal
counsel to Mitel and White & Case LLP is acting as legal counsel to BofA Merrill
Lynch and Credit Suisse, the lead arrangers of the financing. Morgan Stanley is
acting as financial advisor and Andrews Kurth LLP and Davis Polk & Wardwell LLP
are acting as legal counsel to Mavenir.
Important Information for Investors
The exchange offer for the outstanding shares of Mavenir common stock referenced
in this press release has not yet commenced. This announcement is for
informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of Mavenir common stock, nor is it a
substitute for the registration statement and exchange offer materials that
Mitel and its acquisition subsidiary will file with the U.S. Securities and
Exchange Commission (the "SEC") upon commencement of the exchange offer. At the
time the offer is commenced, Mitel and its acquisition subsidiary will file
exchange offer materials on Schedule TO and a registration statement with the
SEC, and Mavenir will file a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the exchange offer. The exchange offer
materials (including a Prospectus/Offer to Exchange, a related Letter of
Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement will contain important information.
Holders of shares of Mavenir common stock are urged to read these documents when
they become available because they will contain important information that
holders of Mavenir common stock should consider before making any decision
regarding tendering their shares. The Prospectus/Offer to Exchange, the related
Letter of Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to all holders of
shares of Mavenir common stock at no expense to them. The exchange offer
materials and the Solicitation/Recommendation Statement will be made available
for free at the SEC's web site at www.sec.gov. Copies of these documents will
also be made available free of charge on Mitel's website at investor.Mitel.com
or by contacting Mitel's Investor Relations Department at 469-574-8134. Copies
of the documents filed with the SEC by Mavenir will be available free of charge
on Mavenir's website at investor.mavenir.com or by contacting Mavenir's Investor
Relations Department at 469-916-4393x5080.
In addition to the Prospectus/Offer to Exchange, the related Letter of
Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, Mitel and Mavenir file annual, quarterly
and special reports and other information with the SEC. You may read and copy
any reports or other information filed by Mitel or Mavenir at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
room. Mitel's and Mavenir's filings with the SEC are also available to the
public from commercial document-retrieval services and at the website maintained
by the SEC at www.sec.gov.
Forward Looking Statements
Some of the statements in this press release are forward-looking statements (or
forward-looking information) within the meaning of applicable U.S. and Canadian
securities laws. These include statements using the words believe, target,
outlook, may, will, should, could, estimate, continue, expect, intend, plan,
predict, potential, project and anticipate, and similar statements which do not
describe the present or provide information about the past. There is no
guarantee that the expected events or expected results will actually occur. Such
statements reflect the current views of management of Mitel and are subject to a
number of risks and uncertainties. These statements are based on many
assumptions and factors, including general economic and market conditions,
industry conditions, operational and other factors. Any changes in these
assumptions or other factors could cause actual results to differ materially
from current expectations. All forward-looking statements attributable to Mitel,
or persons acting on its behalf, and are expressly qualified in their entirety
by the cautionary statements set forth in this paragraph. Undue reliance should
not be placed on such statements. In addition, material risks that could cause
actual results to differ from forward-looking statements include: the inherent
uncertainty associated with financial or other projections; the integration of
Mavenir and the ability to recognize the anticipated benefits from the
acquisition of Mavenir; the ability to obtain required regulatory approvals for
the exchange offer and merger, the timing of obtaining such approvals and the
risk that such approvals may result in the imposition of conditions that could
adversely affect the expected benefits of the acquisition of Mavenir; the risk
that the conditions to the exchange offer or merger are not satisfied on a
timely basis or at all and the failure of the exchange offer or merger to close
for any other reason; risks relating to the value of the Mitel common shares to
be issued in connection with the exchange offer and merger; the anticipated size
of the markets and continued demand for Mitel and Mavenir products and the
impact of competitive products and pricing that could result from the
announcement of the acquisition of Mavenir; access to available financing on a
timely basis and on reasonable terms, including the refinancing of Mitel's debt
to fund the cash portion of the consideration in connection with the exchange
offer and merger; Mitel's ability to achieve or sustain profitability in the
future since its acquisition of Aastra; fluctuations in quarterly and annual
revenues and operating results; fluctuations in foreign exchange rates; current
and ongoing global economic instability, political unrest and related sanctions;
intense competition; reliance on channel partners for a significant component of
sales; dependence upon a small number of outside contract manufacturers to
manufacture products; and, Mitel's ability to implement and achieve its business
strategies successfully. Additional risks are described under the heading "Risk
Factors" in Mitel's Annual Report on Form 10-K for the year ended December
31, 2014, filed with the SEC on February 26, 2015, and in Mavenir's Annual
Report on Form 10-K for the year ended December 31, 2014 to be filed with the
SEC. Forward-looking statements speak only as of the date they are made. Except
as required by law, Mitel does not have any intention or obligation to update or
to publicly announce the results of any revisions to any of the forward-looking
statements to reflect actual results, future events or developments, changes in
assumptions or changes in other factors affecting the forward-looking
statements.
Conference Call Information
Mitel will host a conference call and webcast accompanied by slides on March
2, 2015 at 8:30 a.m. ET.
To access via tele-conference, please dial (888) 734-0328. Participants dialing
in from outside of Canada and the United States can dial (678) 894-3054. The
playback will be made available two hours after the event at (404) 537-3406
using access code 98007336. To access the webcast please use this link:
http://investor.mitel.com/events.cfm.
Presentation slides will be available on March 2, 2015 at 8:00 am ET. To access
the presentation slides, please go to the Investor Relations section of Mitel's
website at www.mitel.com or use this link: http://investor.mitel.com/events.cfm.
Live internet access and a replay for this call will be available through the
Investor Relations section of Mitel's website at www.mitel.com.
MITL-F
About Mitel
Powering more than 2 billion connections every day, Mitel (Nasdaq:MITL)
(TSX:MNW) helps businesses connect, collaborate and take care of their
customers. That includes more than 33 million cloud connections daily, making
Mitel the world's fastest growing provider of cloud communications. Our business
communications experts serve more than 60 million users with over 2500 channel
partners in more than 100 countries. We have #1 market share in EMEA and have
been identified by top industry analyst firms as a business communications
leader. For more information, go to www.mitel.com and follow us on Twitter
(at)Mitel.
Mitel is the registered trademark of Mitel Networks Corporation.
All other trademarks are the property of their respective owners.
About Mavenir
Mavenir Systems (NYSE:MVNR) provides software-based mobile networking solutions
that enable service providers to deliver next generation services over 4G LTE
networks. Mavenir(TM) has a fully virtualized end to end portfolio of
Voice/Video, Messaging and Mobile Core products that include IP Multimedia
Subsystem (IMS), Evolved Packet Core (EPC) and Session Border Controller (SBC).
Mavenir's solutions, based on the award-winning mOne® software platform,
leverage NFV and SDN technologies for mobile network deployments on cloud-based
infrastructure.
© 2014 Mavenir Systems, Inc. All rights reserved. Mavenir Systems®, mOne®,
AirMessenger®, Mavenir(TM), mStore(TM), mCloud(TM), and Transforming Mobile
Networks(TM) are trademarks of Mavenir Systems, Inc. www.mavenir.com
CONTACT: Mitel Contact Information
Amy MacLeod (media)
613-592-2122 x71245
amy.macleod(at)mitel.com
Cynthia Navarro (industry analysts)
469-574-8113
cynthia.navarro(at)mitel.com
Michael McCarthy (investor relations)
469-574-8134
michael.mccarthy(at)mitel.com
Mavenir Contact Information
Maryvonne Tubb (media/IR)
+1 469 916 4393
mtubb(at)mavenir.com
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Mitel Networks Corporation via GlobeNewswire
[HUG#1898489]
Datum: 02.03.2015 - 06:30 Uhr
Sprache: Deutsch
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