Mitel Responds to Notification from Polycom of Superior Proposal
08 Julio 2016 - 6:00AM
Mitel (Nasdaq:MITL) (TSX:MNW) today announced that it has received
notice from Polycom (Nasdaq:PLCM) of a superior proposal from a
third party, invoking the matching right period under Mitel’s
existing merger agreement with Polycom. In response, Mitel has
notified Polycom that it will not increase the consideration
payable to Polycom stockholders under the merger agreement and that
Mitel has waived its matching rights. As a result of Mitel’s
response, Polycom has indicated that it will promptly terminate the
merger agreement and pay Mitel the $60 million termination fee
concurrently with termination.
“Mitel shareholders, customers and
employees know that we follow a rigorous
and disciplined approach
to mergers and acquisitions. The
agreement announced on April 15 resulted
from a detailed due diligence and
negotiation process that we feel accurately
determined fair value for Polycom. We feel it would
not be in the best interest of Mitel shareholders to adjust the
existing agreement,” said Rich McBee, President and CEO of
Mitel. “While I am disappointed that this particular transaction
will not move forward, I am confident in Mitel’s future as an
industry leader and as a market consolidator. I wish our
colleagues at Polycom, with whom we have worked closely for
the past several months, ongoing success
in the future.”
As previously announced, Mitel’s Annual General Meeting will be
held at the Brookstreet Hotel, 525 Legget Drive, Ottawa (Kanata),
Ontario, K2K 2W2, beginning at 10:00 a.m., Eastern time, on July
29, 2016. However, shareholders will no longer be asked to approve
the issuance of Mitel common shares in connection with the
acquisition of Polycom or increase the number of shares reserved
for issuance under Mitel’s equity incentive plan.
Forward Looking Statements
Some of the statements in this communication 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,
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 anticipated size of the markets
and continued demand for Mitel products and services; access to
available financing on a timely basis and on reasonable terms; the
integration of Mavenir and the ability to recognize the anticipated
benefits from the acquisition of Mavenir; Mitel’s ability to
achieve or sustain profitability in the future; 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 successfully implement and achieve its business
strategies, including its growth of the company through
acquisitions and the integration of recently acquired businesses
and realization of synergies. Additional risks are described under
the heading “Risk Factors” in Mitel’s Annual Report on Form 10-K
for the year ended December 31, 2015 filed with the U.S. Securities
and Exchange Commission (the “SEC”) and Canadian securities
regulatory authorities on February 29, 2016. Forward-looking
statements speak only as of the date they are made. Except as
required by law, Mitel has no 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.
About Mitel
A global market leader in enterprise and mobile
communications powering more than 2 billion business
connections and 2 billion mobile subscribers every
day, Mitel (Nasdaq:MITL) (TSX:MNW) helps businesses and
mobile carriers connect, collaborate and provide innovative
services to their customers. Our innovation and communications
experts serve more than 60 million business users in more than 100
countries, and 130 mobile service providers including 15 of the top
20 mobile carriers in the world. That makes us unique, and the only
company able to provide a bridge between enterprise and mobile
customers. 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.
MITL-F
Contact Information Mitel:
Media and Industry Analysts – Americas
Amy MacLeod
613-691-3317
amy.macleod@mitel.com
Media – EMEA/AP
Duncan Miller
+44 (0) 1291 612 646
duncan.miller@mitel.com
Investors
Michael McCarthy
469-574-8134
michael.mccarthy@mitel.com
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