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Verizon to Enter into Definitive Agreement to Acquire Straight Path Communications for $184.00 Per Share in All Stock Deal; Straight Path Communications to Terminate Definitive Agreement with AT&T

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Straight Path Communications Inc. ("Straight Path") (NYSE MKT: STRP)
announced that it will sign today a definitive merger agreement under
which Verizon Communications Inc. ("Verizon") (NASDAQ:VZ) will acquire
Straight Path for $184.00 per share (reflecting an enterprise value of
approximately $3.1 billion) in an all-stock transaction that is intended
to qualify as a tax-free reorganization. Concurrently therewith, Verizon
will pay on behalf of Straight Path a termination fee of $38 million to
AT&T. The transaction has been approved by the boards of directors of
both Straight Path and Verizon.

Straight Path also announced that it will terminate the previously
announced definitive agreement and plan of merger with AT&T Inc.
("AT&T") (NYSE:T) and Switchback Merger Sub Inc., dated as of April 9,
2017 (the "AT&T Merger Agreement"). As previously announced, the
Straight Path board of directors determined, in good faith, after
consultation with its financial advisors and outside legal advisors,
that the transaction with Verizon constituted a Superior Proposal under
the AT&T Merger Agreement. AT&T informed Straight Path that after much
deliberation, it has determined not to make any new bids or proposals to
Straight Path or to propose any amendments to the AT&T Merger Agreement.

The acquisition of Straight Path for $184.00 per share in
Verizon stock, implies a premium of 486% to the closing price of
Straight Path common stock of $31.41 on January 11, 2017, the day before
Straight Path announced its FCC settlement and strategic alternatives
process, and 404% premium to the closing stock price of $36.48 on April
7, 2017, the business day prior to entry into the AT&T Merger Agreement.
Stock consideration received by Straight Path stockholders will be based
on a variable number of Verizon common stock issued at transaction close
to ensure fixed consideration of $184.00 per share. The companies
anticipate a closing within nine months, subject to FCC review. The
transaction is supported by Straight Path's majority shareholder, Howard
Jonas, who has entered into a voting agreement with Verizon and agreed
to vote his Class A shares (held through a trust) in support of the
transaction, subject to certain limitations.

Evercore served as exclusive financial advisor to Straight Path and
Weil, Gotshal & Manges LLP served as company counsel on this
transaction. Debevoise & Plimpton LLP served as counsel to Verizon on
this transaction.

About Straight Path Communications Inc.

Straight Path (NYSE MKT: STRP) holds an extensive portfolio of 39 GHz
and 28 GHz wireless spectrum licenses. Straight Path is developing next
generation wireless technology through its Straight Path Ventures
subsidiary. Straight Path holds licenses and conducts other business
related to certain patents through its Straight Path IP Group
subsidiary. Additional information is available on Straight Path's
websites.

Corporate: www.straightpath.com.

Spectrum: www.straightpath39.com.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

Straight Path plans to file with the SEC and mail to its stockholders
a Proxy Statement/Prospectus in connection with the proposed
transaction. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT
INFORMATION ABOUT VERIZON, STRAIGHT PATH, THE PROPOSED TRANSACTION AND
RELATED MATTERS.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE.
Investors
and security holders will be able to obtain free copies of the Proxy
Statement/Prospectus and the other documents filed with the SEC by
Straight Path through the web site maintained by the SEC at
www.sec.gov.
In addition, investors and security holders will be able to obtain
free copies of the Proxy Statement/Prospectus by phone, e-mail or
written request by contacting the investor relations department of
Straight Path at the following:

     
Straight Path Communications Inc.
Address: 5300 Hickory Park Dr., Suite 218
Glen Allen, VA 23059
Attention: Investor Relations
Phone: 804-433-1523
E-mail:

yonatan.cantor@straightpath.com

 

PARTICIPANTS IN THE SOLICITATION

Straight Path and its directors and executive officers may be deemed
to be participants in the solicitation of proxies in respect of the
proposed transactions contemplated by the Verizon merger agreement.
Information
regarding Straight Path's directors and executive officers is contained
in Straight Path's Form 10-K for the year ended July 31, 2016 and its
proxy statement dated November 22, 2016, which are filed with the SEC.

A more complete description will be available in the Proxy
Statement/Prospectus.

Safe Harbor

In this press release, all statements that are not purely about
historical facts, including, but not limited to, those in which we use
the words "believe," "anticipate," "expect," "plan," "intend,"
"estimate, "target" and similar expressions, are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. While these forward-looking statements represent our
current judgment of what may happen in the future, actual results may
differ materially from the results expressed or implied by these
statements due to numerous important factors, including, but not limited
to, those described in our Annual Report on Form 10-K for the fiscal
year ended July 31, 2016 and our other periodic filings with the SEC
(under the headings "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations"). We are
under no obligation, and expressly disclaim any obligation, to update
the forward-looking statements in this press release, whether as a
result of new information, future events or otherwise.

No Offer or Solicitation

This document does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.

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