OTTAWA and TORONTO, Nov. 11, 2013 (GLOBE NEWSWIRE) — Mitel Networks Corporation (Nasdaq:MITL) (TSX:MNW), a leading provider of cloud and premises-based unified communications software solutions, and Aastra Technologies Limited (TSX:AAH), a leader in enterprise communications, today announced that they have entered into a definitive arrangement agreement unanimously approved by the Boards of Directors of both companies, under which Mitel will acquire all of the outstanding Aastra common shares for US$6.52 in cash plus 3.6 Mitel common shares per each Aastra common share. Using the Mitel closing common share price on November 8, 2013, and a CAD/USD exchange rate of 0.9531, this amounts to CAD$31.96 per Aastra common share, a total value on closing to Aastra shareholders of CAD$392M and represents a 20.9% premium to the 30-day volume weighted average price (VWAP) of Aastra common shares as of November 8, 2013.
The strategic move, designed to build scope and scale in a consolidating market, will create a billion dollar company with one of the largest global footprints in the industry, #1 market share in Western Europe, a US$100 million cloud business, and a global installed customer base ready for upgrade as the US$18 billion business communications market prepares to migrate to software-based cloud services.
The combined company will be headquartered in Ottawa, Canada and will operate under the name Mitel while continuing to leverage Aastra’s strong brand recognition in select European markets. The executive management team will continue to be led by current Mitel President and Chief Executive Officer, Mr. Richard McBee.
“The business communications market is ripe for consolidation and on the cusp of a mass migration to cloud-based services. We believe that small competitors with narrow focus and limited global reach will quickly be marginalized,” said Mr. McBee. “Aastra’s solid financial structure, complementary portfolios, geographic reach, and large installed-base immediately augment and expand Mitel’s market footprint, enabling us to capitalize on a unique opportunity to leap-frog the competition and lead the market.”
Reporting to Mr. McBee will be Chief Financial Officer, Mr. Steve Spooner, and Aastra’s Co-CEOs, Mr. Francis Shen, who will assume the position of Chief Strategy Officer, and Mr. Tony Shen, who will assume the position of Chief Operating Officer. Mitel will increase the number of directors on its Board from eight to nine. Two existing members of the Mitel Board will step down and Aastra will have the right to appoint three new board nominees to fill the vacancies.
“Our two organizations are tightly aligned culturally and financially with little product, geographic or channel overlap” said Tony Shen. “We are stronger together, and combined we will be a major global player. We are confident that this merger will create value for our shareholders, customers, partners and employees,” added Francis Shen.
Expanded Geographic Footprint and Market Leadership
The combination of Mitel and Aastra will enable the companies to significantly expand their organizational scale and scope with a combined market presence of over 60 million end users in more than 100 countries and a global network of more than 2,500 channel partners, ideally positioning the new company to immediately capitalize on several key strategic growth opportunities.
The combined company will provide channel partners and customers access to a broad portfolio that supports businesses of any size, from SMB to enterprise. With minimal channel overlap between the two organizations, the combination significantly expands the addressable market opportunities of existing partners, equipping them to sell into the small and mid-size business market in local or regional geographic opportunities as well as large and lucrative global enterprise accounts.
Enhanced Scale and Operating Leverage with Attractive Cash Flow Generation
Nearly doubling the stand-alone revenue of either company, the combination results in combined revenue for the new company of approximately US$1.1 billion for the trailing four quarters. The deal will create the financial scale and operational leverage to drive shareholder value.
Aastra shareholders, who will own approximately 43% of the combined company, are expected to benefit from substantial potential upside over the long-term, driven by the combined company’s strategic position and achievement of full run-rate synergies. The combined company’s cash flow will allow for ongoing debt repayment and will provide Mitel liquidity and flexibility to support ongoing growth opportunities.
Terms of the Agreement
The transaction will be carried out by way of a court-approved plan of arrangement and will require the approval of at least 66 2/3% of the votes cast by the shareholders of Aastra at a special meeting expected to take place in January 2014. Mr. Francis Shen and Mr. Tony Shen, who together control approximately 14% of the outstanding Aastra common shares, have entered into voting support agreements and confirmed their intention to vote their Aastra common shares in favour of the arrangement.
Under applicable TSX and NASDAQ rules, the transaction also requires the approval of Mitel shareholders by majority vote, as the number of Mitel common shares to be issued in the transaction exceeds 25% of the total number of outstanding Mitel common shares. Francisco Partners and Terry Matthews, who together control approximately 63% of the company’s common shares, have both signed voting support agreements in favour of the transaction. Mitel expects that the TSX and NASDAQ will accept these agreements to support the transaction as evidence of shareholder approval and not require Mitel to hold a shareholder meeting.
In addition to shareholder and court approvals, the transaction is subject to compliance with the Investment Canada Act and certain other closing conditions customary in transactions of this nature. Aastra and Mitel anticipate that the transaction will be completed in the first quarter of 2014.
Further information regarding the transaction will be included in the management proxy circular expected to be mailed to Aastra shareholders in December. Copies of the arrangement agreement and management proxy circular will be available on SEDAR at www.sedar.com. The transaction will provide a partial capital gains tax-deferred roll-over option for taxable Canadian holders of Aastra shares.
Mitel intends to finance the cash portion of the proposed transaction with cash on hand from the combined businesses. In conjunction with the transaction and to provide additional liquidity and working capital, Mitel currently intends to refinance its existing credit facilities and has received term loan and revolving credit facility commitments from Jefferies Finance LLC and The Toronto-Dominion Bank of up to $405 million.
Jefferies LLC is acting as financial advisor to Mitel for purposes of this transaction and delivered an opinion to Mitel’s Board of Directors as to the fairness, from a financial point of view, of the consideration to be paid by Mitel in the transaction. TD Securities Inc. is acting as financial advisor to Aastra and has provided an opinion to the board of directors of Aastra that the consideration to be received by Aastra shareholders under the transaction is fair, from a financial point of view, to Aastra shareholders. Mitel retained Osler, Hoskin and Harcourt LLP as its legal counsel. McCarthy Tétrault LLP is acting as legal counsel to Aastra.
The transaction is subject to regulatory reviews, shareholder approval, and certain other customary conditions. Upon final approval and closing of the transaction, the common shares for the combined company will continue to be listed on both the NASDAQ Global Market and Toronto Stock Exchange under the existing symbols for Mitel.
Mitel’s fiscal 2014 second quarter results for the period ended October 31, 2013 are expected to be reported in early December. Details of the December earnings announcement will be confirmed separately.
Conference Call Information
Mitel and Aastra will host a conference call and webcast accompanied by slides on November 11, 2013 at 8:00 a.m. ET.
To access via tele-conference, please dial (888)401-4668. Participants dialing in from outside of Canada and the United States can dial (719)325-2491. The playback will be made available two hours after the event at (719)457-0820. To access the webcast please use this link: http://investor.mitel.com/events.cfm.
The Conference ID number for the live call and rebroadcast is 1586537.
Presentation slides will be available on November 11, 2013 at 7:00 am ET. To download presentation slides, please go to the Investor Relations section of Mitel’s website at www.mitel.com and under Events or use this link: http://investor.mitel.com/events.cfm.
Live internet access and a replay for this call will be available through the Investor Relations section of Mitel’s website at www.mitel.com.