Sandvine Announces Receipt Of Revised Acquisition Proposal From PNI Canada Acquireco Corp.
WATERLOO, ON – July 7, 2017 – Sandvine Corporation (“Sandvine” or the “Company”) (TSX: SVC), announced today that it has received a binding offer from PNI Canada Acquireco Corp., an affiliate of Francisco Partners to acquire all of the issued and outstanding common shares of the Company by way of plan of arrangement for cash consideration of CAD$4.40 per share.
On July 6, 2017, the Company and Scalar Acquireco Corp. (“Scalar”) entered into an amended and restated arrangement agreement (the “Amended Vector Agreement”), whereby Scalar agreed to acquire all of the issued and outstanding shares of Sandvine (other than rolled shares) by way of plan of arrangement (the “Amended Vector Arrangement”), and the board of directors of Sandvine (the “Board”) recommended that shareholders vote in favour of the Amended Vector Arrangement.
Under the Amended Vector Arrangement, shareholders would receive CAD$4.15 per share. In accordance with the Amended Vector Agreement, the Company has notified Vector that the five business day matching period provided under the Amended Vector Agreement has commenced. The matching period ends at 5:00 p.m. (Toronto time) on July 14, 2017.
The Board has not changed its recommendation regarding the Amended Vector Agreement and continues to recommend the offer under the Amended Vector Arrangement.
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 and 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 Amended 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 Amended 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 Amended Vector Agreement may exercise their termination rights, in which case the proposed transaction could be modified, restructured or terminated, as applicable. Important risks and uncertainties include Sandvine's significant levels of indebtedness that will result from the proposed transaction, and Scalar’s ability to complete the anticipated financing required to complete the proposed transaction. 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.