Siris Capital Group to Acquire Polycom, Inc. for $2.0 Billion in Cash
NEW YORK, New York, July 8, 2016 — Siris Capital Group, LLC today announced that its affiliates have submitted a unilaterally binding offer to acquire all outstanding shares of Polycom, Inc. (NASDAQ: PLCM) for a price of $12.50 per share in cash. The offer is subject to Polycom being released from its existing merger agreement with Mitel Networks Corporation (NASDAQ: MITL) in accordance with the terms thereof. The Board of Directors of Polycom has informed Siris that it unanimously determined Siris' offer to be superior to the Mitel transaction. Polycom has also announced its intention to promptly terminate its merger agreement with Mitel. The all-cash transaction is valued at approximately $2.0 billion, including Polycom's outstanding debt, which represents a premium of 13.6% to the current value of Mitel's offer, based on Mitel's closing share price as of July 7th, 2016
"Polycom has a 25-year history serving the audio and video collaboration needs of the most demanding enterprises and is a globally recognized brand synonymous with innovation and the highest quality. We are very excited for the opportunity to partner with Polycom and its leadership team, as the Company fits well with Siris' investment focus on mission-critical telecommunications businesses," said Dan Moloney, Siris Executive Partner. "The industry is transitioning to a hybrid on-premise and cloud-based Unified Communications environment. We believe that as an independent private company, Polycom would be best positioned to continue its heritage as a best-in-class communications solutions provider to more than 400,000 companies and institutions, channel partners, and the evolving Unified Communications ecosystem."
Siris' offer will remain in effect until no later than July 15, 2016. If the Polycom/Mitel Networks merger agreement is terminated in accordance with its terms, Polycom would be permitted to accept the offer, with the result that binding definitive agreements could become effective. Any transaction would be subject to regulatory approval, shareholder approval and other customary closing conditions.
Siris has secured committed financing consisting of a combination of equity and debt. Equity financing will be provided by Siris and its co-investors from available capital commitments, and the debt financing will be provided by Macquarie Capital.
Moelis & Company, Evercore, and Macquarie Capital are acting as financial advisors to Siris Capital Group, and Sidley Austin LLP is acting as its legal counsel.
About Siris Capital Group
Siris Capital Group is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris' investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work exclusively with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit www.siriscapital.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements regarding, among other things, statements related to expectations, goals, plans, objectives and future events. Siris intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by the following words: "may," "will," "could," "would," "should," "expect," "intend,"
"plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "outlook," "guidance" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties. Various factors could adversely affect Polycom, Inc.'s ("Polycom") and Siris' operations, business or financial results in the future and cause its actual results to differ materially from those contained in the forward-looking statements. The forward-looking statements contained herein include assumptions about Polycom's and Siris' operations, and certain plans, activities or events which we expect will or may occur in the future. Among the factors that may cause actual results and experiences to differ from anticipated results and expectations in forward-looking statements are the following: the risk that the recently announced binding offer to acquire Polycom and any related merger may not be consummated, or may not be consummated in a timely manner; the risk that a regulatory approval that may be required for the transaction is not obtained, or could only be obtained subject to conditions that are not anticipated; and the risk that revenue opportunities, cost savings, synergies and other anticipated benefits from the transaction may not be fully realized or may take longer to realize than expected.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
If a merger agreement is executed on the proposed terms, Polycom will file relevant materials with the Securities and Exchange Commission (the "SEC") in connection with the proposed merger, including a preliminary proxy statement on Schedule 14A. Under the proposed terms, promptly after filing its definitive proxy statement with the SEC, Polycom will mail or otherwise make available the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. POLYCOM STOCKHOLDERS AND OTHER INVESTORS ARE ADVISED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN RESPECT OF THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE, AS THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Polycom stockholders and other investors may obtain free copies of the definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed merger (when they become available), along with other documents filed by Polycom with the SEC, at the SEC's website
Tel: (415) 269-9854