Wasserstein to Buy Globecomm Systems at $14.15/Share in Cash
Globecomm Systems Inc. (NASDAQ: GCOM), a leading communications solutions provider, announced today that an affiliate of Wasserstein & Co. has entered into a definitive agreement to acquire Globecomm for $14.15 per share in cash. The purchase price represents a premium of 21.9% over the closing price on January 14, 2013, the day on which Globecomm announced that it had retained Needham & Company to assist it in a review of potential strategic alternatives to enhance shareholder value. The transaction is valued at approximately $340 million.
"We believe that this transaction is in the best interest of our shareholders, customers, partners and employees. Wasserstein & Co. has a proven track record of helping companies build on their success," said David Hershberg, Chairman and CEO of Globecomm.
"Globecomm is a leader in developing and managing complex communications solutions with a strong track record of growth and innovative engineering that leverages its global communications network," commented Anup Bagaria, Co-Managing Partner of Wasserstein & Co. "Globecomm has also made successful investments in new product development that we believe will drive future growth in both the Company's existing and new markets."
Management's Current Expectations for the Fiscal Year Ended June 30, 2013
Based on preliminary financial results, Globecomm currently expects the following financial results for the fiscal year ended June 30, 2013:
• Consolidated revenues to be approximately $319.6 million.
• Services segment revenues to be approximately $199.1 million.
• GAAP diluted net income per common share to be approximately $0.66.
• Adjusted EBITDA to be approximately $38.4 million.
The transaction was unanimously approved by Globecomm's Board of Directors and is expected to be completed in the fourth calendar quarter of 2013. The merger is subject to antitrust clearance and other governmental approvals, Globecomm stockholder approval, the satisfaction of certain financial conditions and other conditions. The transaction is expected to be financed through a combination of cash provided by Wasserstein & Co. affiliates and other co-investors, as well as debt financing. Highbridge Principal Strategies, LLC, on behalf of its affiliates, has entered into a commitment letter for the debt financing, subject to the terms thereof.
Needham & Company is serving as exclusive financial advisor to Globecomm. Kramer Levin Naftalis & Frankel LLP is acting as Globecomm's legal counsel, and Jones Day is acting as legal advisor to Wasserstein & Co. U.S. Space LLC advised Wasserstein & Co. with respect to industry matters.
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