USD 1.3 BN DEAL - Polycom Agrees to End Mitel Merger Agreement and Approves New Merger Agreement With Siris Capital
Polycom Agrees to End Mitel Merger Agreement and Approves New Merger Agreement With Siris Capital
Siris Capital offers $12.50 per share in cash
Business Wire
SAN JOSE, Calif. -- July 8, 2016
Polycom, Inc. (Nasdaq: PLCM), a global leader in helping organizations achieve new levels of teamwork, efficiency and productivity by unleashing the power of human collaboration, today announced that its board of directors has approved the termination of the company’s previously announced merger agreement with Mitel Networks Corporation. Upon Mitel’s receipt of the requisite termination fee payable under the company’s merger agreement with Mitel, which the company intends to deliver today, the company will enter into a new merger agreement with Triangle Private Holdings I, LLC and Triangle Private Merger Sub, Inc., entities affiliated with Siris Capital Group, LLC (collectively, “Siris”), which was previously described as “Sponsor 1” in Polycom’s filings with the U.S. Securities and Exchange Commission. Under the terms of the new merger agreement between the company and Siris, outstanding shares of common stock of Polycom will be exchanged for $12.50 per share in cash at the completion of the merger. The Siris merger is subject to customary closing conditions, including receipt of stockholder and regulatory approvals, and is expected to close in the third quarter of 2016.
On July 7, 2016, Polycom’s board of directors had received a unilaterally binding offer from Siris to acquire all outstanding shares of Polycom common stock for a price of $12.50 per share in cash and the Polycom board of directors determined that Siris’ proposal constituted a “Company Superior Proposal” under its merger agreement with Mitel. On July 7, 2016, Mitel Networks Corporation waived its right to renegotiate its merger agreement with Polycom after receipt of notice of the Polycom board’s determination. As a result, the Polycom board of directors authorized Polycom to terminate the Mitel merger agreement, pay the Mitel termination fee and enter into the Siris merger agreement. Polycom intends to pay the Mitel termination fee today and enter into the Siris merger agreement immediately thereafter.
In light of the termination of the agreement with Mitel, Polycom is cancelling its special stockholder meeting currently scheduled for July 29, 2016 to vote on the merger with Mitel.
Morgan Stanley is acting as financial advisor to Polycom, Wilson Sonsini Goodrich & Rosati is acting as external legal advisor to Polycom and Morrison & Foerster LLP is acting as legal advisor to Polycom’s independent directors.
ABOUT POLYCOM
Polycom is a global leader in helping organizations achieve new levels of teamwork, efficiency and productivity by unleashing the power of human collaboration. More than 400,000 companies and institutions worldwide defy distance with secure video, voice and content solutions from Polycom to increase productivity, speed time to market, provide better customer service, expand education and save lives. Together with our global partner ecosystem, we provide flexible collaboration solutions for any environment that deliver a high-quality user experience, a broad multi-vendor interoperability and investment protection.