BARCELONA, Spain, March 2, 2015 /PRNewswire/ --
- 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
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
www.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, particularly in connection
with the Ukraine and the
Middle East; 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 @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™ 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™, mStore™, mCloud™, and
Transforming Mobile Networks™ are trademarks of Mavenir Systems,
Inc. www.mavenir.com
Mitel Contact Information
Amy
MacLeod (media), 613-592-2122 x71245,
amy.macleod@mitel.com
Cynthia Navarro (industry
analysts), 469-574-8113, cynthia.navarro@mitel.com
Michael McCarthy (investor
relations), 469-574-8134, michael.mccarthy@mitel.com
Mavenir Contact Information
Maryvonne Tubb (media/IR), +1 469 916 4393,
mtubb@mavenir.com
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SOURCE Mavenir Systems