Sandvine Announces Receipt Of Acquisition Proposal From Francisco Partners
WATERLOO, ON – June 27, 2017 – Sandvine Corporation (“Sandvine” or the “Company”) (TSX: SVC), announced today that it has received a binding offer from an affiliate of Francisco Partners (the "New Offeror"), pursuant to which the New Offeror, has offered to acquire all of the issued and outstanding common shares of the Company by way of plan of arrangement for cash consideration of CAD$4.15 per share (the “New Offer”).
The New Offer was solicited by the Company during the “go-shop” period permitted under its agreement with Scalar Acquireco Corp. ("Scalar"), an affiliate of Vector Capital (“Vector”).
On May 26, 2017, the Company entered into an arrangement agreement (the “Vector Agreement”) with Scalar whereby Scalar agreed to acquire all of the issued and outstanding shares of the Company by way of statutory plan of arrangement (the “Plan of Arrangement”) and the board of directors of Sandvine (the “Board”) recommended that shareholders vote in favour of the Plan of Arrangement. Under the Plan of Arrangement shareholders would receive CAD$3.80 per share. In accordance with the Vector Agreement the Company has notified Vector that it considers the New Offer to be a Superior Proposal (as defined under the Vector Agreement) and that the five business day matching period, during which Vector may choose to make a proposal which it believes would cause the New Offer to no longer constitute a Superior Proposal, has commenced (the “Matching Period”). The Vector Matching Period ends at 5:00 p.m. (Toronto time) on July 6, 2017.
The Board has not changed its recommendation regarding the Vector Agreement and continues to recommend the offer under the Vector Agreement.
Sandvine’s network policy control solutions add intelligence to fixed, mobile and converged communications service provider networks, to increase revenue, reduce network costs and improve subscriber quality of experience. Our networking solutions perform end-to-end policy control functions, including traffic classification, policy decision, and enforcement. Deployed as virtualized network functions or on Sandvine’s purpose-built hardware, the products provide actionable business insight, and the ability to deploy new consumer and business subscriber services, optimize and secure network traffic, and engage with subscribers.
Sandvine’s network policy control solutions are deployed in more than 300 networks in over 100 countries, serving hundreds of millions of data subscribers worldwide. www.sandvine.com.
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This press release includes certain forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. In particular, this press release contains forward-looking statements relating to, among other things, the acquisition of all of the common shares of Sandvine, the New Offer, the Plan of Arrangement and the effect of the Matching Period. Any statements contained herein that are not statements of historical facts are forward-looking statements. The completion of the proposed transaction pursuant to the Vector Agreement is subject to a number of terms and conditions, including, without limitation: (i) receipt of required shareholder approval, (ii) receipt of necessary court approvals, and (iii) certain termination rights available to the parties under the Vector Agreement. These approvals may not be obtained, the other conditions to the transaction may not be satisfied in accordance with their terms, and/or the parties to the Vector Agreement may exercise their termination rights, in which case the proposed transaction could be modified, restructured or terminated, as applicable. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with a transaction, that the ultimate terms of the transaction will differ from those that are currently contemplated, and that the transaction will not be successfully completed for any reason (including the failure to obtain any required approvals). Sandvine does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Any forward-looking statements are made as of the date hereof and, except as required by law, Sandvine assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.