Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Sandvine Shareholders Vote in Favour of Plan of Arrangement
Waterloo, ON – August 28, 2017 – Sandvine Corporation (“Sandvine” or the “Company”) (TSX: SVC) announced today that Institutional Shareholder Services, Inc. and Glass, Lewis & Co., LLC, two leading independent proxy advisory firms, have both recommended that Sandvine shareholders vote IN FAVOUR of the special resolution of Sandvine shareholders authorizing a plan of arrangement pursuant to which PNI Canada Acquireco Corp. (“PNI”), an affiliate of Francisco Partners and Procera Networks Inc. (“Procera”), will acquire all of the issued and outstanding common shares of Sandvine for cash consideration of CAD$4.40 per share (the “PNI Arrangement”).
The Company's board of directors, based on the recommendation of a special committee of independent directors, consisting of Kenneth Taylor, Osama Arafat and Roger Maggs, unanimously approved the PNI Arrangement and recommended that Sandvine shareholders vote in favour of the PNI Arrangement. The special committee made its recommendation with the benefit of input from its independent legal and financial advisors.
The special meeting of Sandvine shareholders (the “Special Meeting”) to consider the PNI Arrangement will be held at the Princess Twin Cinemas, 46 King Street North, Waterloo, Ontario, Canada on September 7, 2017 commencing at 11:00 a.m. (Toronto time). The record date for voting at the Special Meeting is August 8, 2017.
Copies of the Notice of Special Meeting, the Management Information Circular of Sandvine dated August 8, 2017 (the “Circular”) and related documents have been filed under Sandvine's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Your vote is important regardless of the number of common shares of Sandvine you own. Shareholders who have questions or require assistance in voting their proxy may direct their inquiry to Sandvine's proxy solicitation agent, D.F. King, at 1-800-301-9627 toll-free in North America, or at 1-212-771-1133 outside of North America (collect calls accepted), or by email at firstname.lastname@example.org.
HOW TO VOTE
If you are a registered shareholder, you may vote either by proxy or in person at the Special Meeting. Registered shareholders of Sandvine voting by proxy are requested to complete, date, sign and return the form of proxy that accompanied the Circular. To be valid, the form of proxy must be signed and received by Computershare Investor Services Inc. (Attention: Proxy Department) located at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1, no later than 11:00 a.m. (Toronto time) on September 5, 2017. To vote via the Internet, go to www.investorvote.com and enter your “control number” listed on the proxy and follow the voting instructions on the screen. If you vote via the Internet, do not complete or return the form of proxy that accompanied the Circular.
Non-registered shareholders who receive voting instructions from their intermediary should carefully follow the instructions provided by their intermediary to ensure their votes are counted.
Any Sandvine shareholder that has already voted on the proposed PNI Arrangement need not take any action, as their votes will be counted.
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.
For further information please contact:
+1 519 880 2400 ext. 3503
+1 519 880 2232
Since its inception in 2002, Procera has become a leading subscriber and network intelligence provider. The continued development of its award-winning ScoreCard and eVolution technologies, in addition to the benefits its solutions hold for network operators around data insights, traffic management, and policy control, lets Procera meet the ever-changing needs of service providers both today and in the heavily virtualized future.
ABOUT FRANCISCO PARTNERS
Francisco Partners is a leading global private equity firm, which specializes in investments in technology businesses. Since its launch over 17 years ago, Francisco Partners has raised over $10 billion in capital and invested in nearly 200 technology companies, making it one of the most active and longstanding investors in the technology industry. The firm invests in opportunities where its deep knowledge and operational expertise can help companies realize their full potential
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 receipt of regulatory and Court approvals in connection with the PNI Arrangement and the closing of the PNI Arrangement pursuant to the terms of the arrangement agreement entered into between PNI and Sandvine (the “Arrangement Agreement”). Any statements contained herein that are not statements of historical facts are forward-looking statements. The completion of the proposed transaction is subject to a number of terms and conditions, including, without limitation: (i) receipt of required shareholder approval; (ii) receipt of all necessary Court approvals; (iii) the waiver or fulfillment of each of the conditions set out in the Arrangement Agreement; and (iv)certain termination rights available to the parties under the Arrangement 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 Arrangement Agreement may exercise their termination rights, in which case the proposed PNI Arrangement could be modified, restructured or terminated, as applicable. Important risks and uncertainties include Sandvine's significant levels of indebtedness that will result from the PNI Arrangement, and PNI's ability to complete the anticipated financing required to complete the proposed PNI Arrangement. 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.