Globecomm Systems Inc. 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
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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