Sandvine Shareholders Overwhelmingly Approve Plan Of Arrangement
Waterloo, ON, September 7, 2017 – Sandvine Corporation (“Sandvine”) (TSX: SVC) is pleased to announce the positive outcome of the shareholder vote at the special meeting of Sandvine shareholders held earlier today (the “Meeting”). At the Meeting, Sandvine shareholders voted overwhelmingly in favour of the proposed plan of arrangement (the “Arrangement”) pursuant to which PNI Canada Acquireco Corp., 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 C$4.40 per share.
Shareholders holding approximately 99.9% of the common shares represented at the Meeting voted in favour of the special resolution approving the Arrangement. Details of the voting results will be filed under Sandvine’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and may be accessed at www.sedar.com.
Completion of the Arrangement remains subject to various customary conditions, including the approval of the Ontario Superior Court of Justice (Commercial List). Assuming the satisfaction or waiver of these closing conditions, the Arrangement is expected to close before the end of September 2017.
Further information about the Arrangement is set out in Sandvine’s management information circular dated August 8, 2017 which has been filed under Sandvine's profile on SEDAR at www.sedar.com.
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 Arrangement and the closing of the Arrangement pursuant to the terms of the arrangement agreement entered into between PNI Canada Acquireco Corp. 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 all necessary court approvals; (ii) the waiver or fulfillment of each of the conditions set out in the Arrangement Agreement; and (iii) 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 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 Arrangement, and PNI Canada Acquireco Corp.'s ability to complete the anticipated financing required to complete the proposed 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.