USD 1.0 BN DEAL - PGi Announces Agreement to be Acquired by Siris Capital Group for $14.00 per Share in an All-cash Deal Valued at Approximately $1 Billion
PGi Announces Agreement to be Acquired by Siris Capital Group for $14.00 per Share in an All-cash Deal Valued at Approximately $1 Billion
Acquisition Provides Immediate Shareholder Value and Supports PGi's SaaS Transition
PR Newswire
ATLANTA, Sept. 10, 2015
ATLANTA, Sept. 10, 2015 /PRNewswire/ -- Premiere Global Services, Inc. ("PGi") (NYSE: PGI), the world's largest dedicated provider of collaboration software and services, today announced that it has entered into a definitive agreement to be acquired by funds managed or advised by Siris Capital Group, LLC ("Siris") in a transaction valued at approximately $1 billion.
Under the terms of the agreement, Siris will acquire all of the outstanding common stock of PGi for $14.00 per share in cash, representing a premium of approximately 23 percent over the closing price on September 10, 2015, and approximately 32 percent over PGi's volume-weighted average share price during the 90 days ended September 10, 2015. The agreement was unanimously approved by PGi's Board of Directors, which recommended that PGi's shareholders approve and adopt the merger agreement with Siris. A special meeting of PGi's shareholders will be held as soon as practicable following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission ("SEC") and subsequent mailing to shareholders.
PGi may solicit alternative acquisition proposals from third parties during a 45-day "go-shop" period, following the date of execution of the merger agreement. There is no guarantee that this process will result in a superior proposal, and the merger agreement provides Siris with a customary right to match a superior proposal.
"Siris' acquisition of PGi is a strong endorsement of our SaaS transformation strategy and provides immediate value to our shareholders," said Boland Jones, PGi founder, chairman and CEO. "Working with Siris will allow PGi greater flexibility to accelerate our strategy in order to remain a leader in today's highly competitive unified communications and collaboration (UC&C) market."
Commenting on the transaction, Hubert de Pesquidoux, Siris Capital Executive Partner, said: "PGi has expertly navigated the rapidly evolving UC&C software and services space for over 20 years, and we see significant potential to further its market lead. We are eager to support PGi on its journey while also looking to drive new opportunities for innovation and growth as PGi continues to anticipate the changing needs of its world-class customer base."
The transaction is subject to customary closing conditions, including the receipt of shareholder approval, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other foreign antitrust regulatory approvals, as necessary. The transaction is not subject to any financing condition. Upon completion of the acquisition, PGi will become wholly owned by an affiliate of Siris.
Allen & Company LLC is acting as financial advisor, and Alston & Bird LLP is acting as legal advisor to PGi in connection with the transaction. Siris has secured committed debt financing from Barclays Capital Inc., SunTrust Robinson Humphrey, Inc. and Macquarie Capital (USA) Inc., who acted as financial advisors. William Blair & Company and Evercore are also acting as financial advisors, and Sidley Austin LLP is acting as legal advisor to Siris in connection with the transaction.
For further information regarding the terms and conditions contained in the definitive merger agreement, please see PGi's Current Report on Form 8-K, which will be filed in connection with this transaction.
About Premiere Global Services, Inc. │ PGi
PGi is the world's largest dedicated provider of collaboration software and services. We created iMeet®, an expanding portfolio of purpose-built applications designed to meet the daily collaboration and communications needs of business professionals, with solutions for web, video and audio conferencing, smart calendar management, webcasting, project management and sales productivity. PGi's award-winning UC&C solutions help nearly 50,000 businesses grow faster and operate more efficiently. To learn more, visit us atwww.pgi.com.
About Siris Capital Group, LLC
Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris' investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work exclusively with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.