MORRISVILLE, NC -- (MARKET WIRE) -- 11/07/11 -- 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.
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
Source: Tekelec
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