Tekelec Shareholders to Receive $11.00 per Share in Cash
Tekelec 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 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.