Sandvine agrees to takeover by PNI at $4.40 a share
Sandvine Corp. has agreed to a takeover by PNI Canada Acquireco Corp. at $4.40 a share. The company has postponed its special meeting of shareholders scheduled for July 18.
SANDVINE CORP. has entered into an arrangement agreement with PNI Canada Acquireco Corp., an affiliate of Francisco Partners and Procera Networks Inc., pursuant to which PNI will acquire all of the issued and outstanding common shares of Sandvine by way of plan of arrangement for cash consideration of $4.40 per share. The price per share implies an aggregate fully diluted equity value for Sandvine of approximately $562-million.
The corporation’s special meeting of shareholders scheduled for July 18, 2017, has been postponed, and a meeting to consider the PNI arrangement will be held at a date to be determined by the board of directors of the corporation.
The combined company will be led by Procera’s chief executive officer, Lyndon Cantor, and Procera’s chief financial officer, Richard Deggs, and will retain the Sandvine name.
“Sandvine has done a tremendous job becoming a leader in its market,” said Mr. Cantor. “Along with the rest of the Procera team, we look forward to bringing the best of both companies together to accelerate our strategy as the pre-eminent provider in the emerging network intelligence market. The combined organization will deliver greater capability to serve our customers, execute on innovation initiatives and expand our addressable market.”
“This is a very exciting next step for Sandvine and Procera. As technologies and networks continue to evolve, I firmly believe that the combination of Sandvine and Procera creates the premier provider in our markets — with the scale and innovation needed to address our customers’ opportunities to build more intelligent networks,” said Dave Caputo, Sandvine’s president and chief executive officer, who will join the board of directors of the combined company as non-executive chairman.
Procera provides network visibility and control across mobile and fixed broadband networks, transforming data into actionable intelligence for operators to make informed business decisions and improve the quality of subscriber experience. Together, the two companies will be the premier provider of network intelligence solutions to communication service providers around the world.
“We are excited to bring together two great companies and teams in the combination of Procera and Sandvine,” said Andrew Kowal, partner at Francisco Partners. “The combined company will serve over 400 communications service provider customers, with over one billion subscribers in more than 100 countries, as well as over 500 enterprise customers and more than 100 OEM [original equipment manufacturing] and channel partners. We are confident that the combined capabilities of these two companies will deliver more innovative solutions and greater value to customers.”
“The special committee and the entire board of directors of Sandvine is pleased with the outcome of this process. We firmly believe that this transaction creates the most value for our shareholders today and for customers and the Sandvine team well into the future ,” said Ken Taylor, Sandvine director and chairman of the special committee.
• The cash purchase price represents a 40-per-cent premium to Sandvine’s closing share price of $3.15 on May 26, 2017, and a 61-per-cent premium to the cash-adjusted closing price on May 26, 2017.
• The corporation’s board of directors, based on the recommendation of a special committee of independent directors, has unanimously approved the PNI arrangement and recommends that Sandvine shareholders vote in favour of the PNI arrangement.
• Following closing, Sandvine common shares will be delisted from the Toronto Stock Exchange and no longer traded publicly.
The implementation of the PNI arrangement will be subject to shareholder approval at the special meeting, which is expected to be held in August, 2017.
Senior management of Sandvine (including the chief executive officer and chief financial officer), who together hold in aggregate approximately 4.9 million of the fully diluted shares (representing approximately 3.9 per cent of the fully diluted shares of the corporation), have entered into support agreements with PNI, pursuant to which they have agreed to vote all their shares in favour of the PNI arrangement.
We seek Safe Harbor.
Erika Flores condensed this news release (email@example.com).
Osama Arafat, David Caputo, Scott D Hamilton, Roger J Maggs, Dermot O’Carroll, Kenneth James Taylor, Gemma Toner
(SVC) Shares: 123,479,526