Telular Corporation
WRLS ("Telular") and Avista Capital Partners ("Avista") today jointly
announced that they have entered into a definitive agreement providing for the
acquisition of Telular for $12.61 per share net in cash and approximately
$18.5 million in assumed net debt, or approximately $253 million in total
consideration. The purchase price represents a 31% premium to the closing
share price on April 26, 2013, the last full trading day before today's
announcement, and a 27% premium to the 60-day average share price. The
proposed acquisition has fully committed financing and is currently expected
to close within 50-75 days.
"This announcement represents a very positive event for our shareholders,"
said Joe Beatty, chief executive officer of Telular. "We are proud of our
nineteen years as a public company, during which we believe we have served our
shareholders well, and the partnership with Avista will allow the Company to
expand and build on its success to date. For our customers, we will continue
to deliver the best remote wireless monitoring and tracking solutions
available in the markets we serve," concluded Mr. Beatty.
Brendan Scollans, Partner at Avista, said, "Telular's strong position in
three rapidly growing machine-to-machine communications end markets and
compelling recurring revenue business model make it a highly
attractive platform for Avista. We are looking forward to working with
Telular's talented management team to drive the next phase of the Company's
growth both organically and through acquisitions."
Under the terms of the definitive agreement, an entity controlled by Avista
will promptly commence a tender offer to purchase any or all of the
outstanding shares of Telular common stock for $12.61 net in cash. The closing
of the tender offer is subject to customary terms and conditions, including
the tender of at least two-thirds of Telular's outstanding shares of common
stock, the expiration or termination of the waiting period under the Hart
Scott Rodino Antitrust Improvement Act of 1976, and the receipt of any
applicable consents or approvals from the Federal Communications Commission.
The definitive agreement also provides for the parties to effect, subject to
customary conditions, a "short-form" merger without a meeting of Telular's
shareholders immediately following the completion of the tender offer, which
merger would result in all shares not tendered being converted into the right
to receive $12.61 per share net in cash, without interest.
The Board of Directors of Telular has unanimously approved the proposed
acquisition by Avista and recommends that Telular shareholders tender their
shares in the forthcoming tender offer. Mr. Beatty will remain as president
and CEO until the closing of the proposed acquisition.
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