Xura Agrees To Be Acquired For $643 Million By Siris Capital Group Affiliates

Xura, Inc. MESG revealed Monday that reached a definitive agreement to be acquired by Siris Capital Group, LLC affiliates. According to the company, the transaction reflected an equity value of about $643 million. Aside from that, as part of the transaction, its current credit facility would be refinanced.

Xura said that based on the agreed terms and conditions, Siris would buy all of the outstanding shares of its common stock for $25.00 per share in cash. This represented a 19.2 percent premium from the Friday's closing price and 14.8 percent premium over the 30-day volume-weighted average closing stock price. The offer price also carried a 26.0% premium over the closing price on April 14, 2016, the day before the Company revealed that it was in exclusive negotiations for a potential sale.

Siris Capital Executive Partner, Hubert de Pesquidoux, commented about the transaction saying: "Xura has a strong, credible history in delivering communications services to CSPs globally, and will continue to have long-term value for the digital ecosystem as the company evolves. We see great potential and talent within the organization, and we are excited to partner with Xura to build a business with digital innovation and customers at its core. Importantly, Siris has an extensive history of successfully operating businesses that provide mission-critical products to CSPs and understands that continued investment and customer partnership are instrumental to delivering world-class solutions."

Similarly, Xura president and CEO, Philippe Tartavull, commented, "Over the past year, the company has experienced unprecedented change, with the divestment of the Comverse BSS business and the combination of Comverse and Acision to form Xura. Siris' acquisition of Xura is a strong endorsement of our transformation strategy and provides immediate value to our stockholders. Working in a private setting will allow greater flexibility to accelerate our strategy to bring best-in-class messaging, voicemail, security, and monetization solutions to our customers."

The company disclosed that the transaction is subject to customary closing conditions. This included the receipt of stockholder approval and 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. However, the deal not subject to any financing condition. Once the transaction is completed, Xura would become the fully owned affiliate of Siris. The company expects the transaction to close in the third fiscal quarter of 2016.

The agreement also provided a clause whereby Xura may solicit alternative acquisition proposals during the 45-day ‘go-shop' period after the execution of the merger agreement date.