Enters superior merger agreement with Siris Capital at $12.50/shr in cash valued around $2.0B (prior Mitel deal was $13.68/shr in cash and stock); to exit Mitel merger agreement
Siris Capital Group, LLC has submitted a unilaterally binding offer to acquire all outstanding shares of Polycom for a price of $12.50 per share in cash. The offer is subject to Polycom terminating its existing merger agreement with Mitel Networks Corporation in accordance with the terms thereof. Polycom has informed Siris that its Board of Directors has unanimously determined Siris offer to constitute a Company Superior Proposal under the terms of its merger agreement with Mitel. Polycom has also announced its intention to terminate promptly its merger agreement with Mitel, subject to the terms thereof. The all-cash transaction is valued at approximately $2.0 billion, including Polycoms outstanding debt, which represents a premium of 13.6% to the current value of Mitels offer, based on Mitels closing share price as of July 7th, 2016.
Siris offer will remain in effect until no later than July 15, 2016. Polycom would be permitted to accept Siriss offer and enter into the binding definitive agreement contained in the offer. Any transaction would be subject to regulatory approval, shareholder approval and other customary closing conditions.
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 Mitels response, Polycom has indicated that it will promptly terminate the merger agreement and pay Mitel the $60 million termination fee concurrently with termination.
Mitel CEO: 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.