Syniverse Technologies has entered into a definitive agreement to be acquired by The Carlyle Group for approximately $2.6 billion, resulting in Syniverse becoming a private company.
Carlyle will acquire all of the outstanding common shares of Syniverse for $31.00 per share in cash representing a premium of approximately 35% over Syniverse’s average closing share price during the 30 trading days ended October 26, 2010. The transaction is expected to close in the first quarter of 2011.
Syniverse provides a full portfolio of mobile roaming, messaging and network solutions to more than 800 mobile operators, cable and Internet providers, and enterprises in over 160 countries. By relying on Syniverse, these companies are able to deliver the mobile services their subscribers demand — including voice, data, messaging and more — anywhere in the world.
The Syniverse board of directors unanimously approved the transaction, which is subject to customary closing conditions, including approval of Syniverse stockholders and various regulatory organizations, but is not subject to any financing conditions. The transaction has fully committed financing, consisting of equity provided by Carlyle Partners V, a $13.7 billion U.S. buyout fund, and debt provided by Barclays Capital and Credit Suisse.
“After careful and diligent analysis, together with our independent advisers, the board of directors and I are proud to enter into this agreement with Carlyle,” said Bob Marino, chairman of Syniverse. “The acquisition provides validation of the results we have achieved through our sound strategy, strong management team, and expert employee base, and provides our stockholders with a significant cash premium for their investment.”
A special meeting of Syniverse’s stockholders will be held after the preparation and filing of a proxy statement with the Securities and Exchange Commission and subsequent mailing to shareholders. Upon completion of the acquisition, Syniverse will become a private company, wholly owned by an affiliate of The Carlyle Group.
James Attwood, Carlyle managing director, added “Syniverse is an outstanding business that plays a vital role in the mobile ecosystem globally. We are impressed with the multi-faceted business that has been built under the leadership of Tony Holcombe, and are excited at the prospect of working with him and the senior management team to drive continued growth and market leadership.”
“Syniverse is leading the way in the mobile space with our roaming, messaging and network solutions,” said Tony Holcombe, president and CEO, Syniverse. “The Carlyle Group recognizes the potential of both Syniverse and mobile communications, and it is committed to supporting our ability to better serve our customers, grow our business around the world, and provide long-term opportunities for our employees. As a private company we believe Syniverse will have the ability to better focus on the long term strategic direction of our customers and our industry.”