Syniverse Technologies (NYSE:SVR), a leading provider of
technology and business solutions for the global telecommunications
industry, today announced that it has entered into a definitive
agreement to be acquired by global alternative asset manager The
Carlyle Group for approximately $2.6 billion that will result in
Syniverse becoming a private company. Carlyle will acquire all of
the outstanding common shares of Syniverse for $31.00 per share in
cash representing a premium of approximately 35% over Syniverse’s
average closing share price during the 30 trading days ended
October 26, 2010. The transaction is expected to close in the first
quarter of 2011.
Syniverse provides a full portfolio of mobile roaming, messaging
and network solutions to more than 800 mobile operators, cable and
Internet providers, and enterprises in over 160 countries. By
relying on Syniverse, these companies are able to deliver the
mobile services their subscribers demand – including voice, data,
messaging and more – anywhere in the world.
The Syniverse board of directors unanimously approved the
transaction, which is subject to customary closing conditions,
including approval of Syniverse stockholders and various regulatory
organizations, but is not subject to any financing conditions. The
transaction has fully committed financing, consisting of equity
provided by Carlyle Partners V, a $13.7 billion U.S. buyout fund,
and debt provided by Barclays Capital and Credit Suisse.
“After careful and diligent analysis, together with our
independent advisers, the board of directors and I are proud to
enter into this agreement with Carlyle,” said Bob Marino, chairman
of Syniverse. “The acquisition provides validation of the results
we have achieved through our sound strategy, strong management
team, and expert employee base, and provides our stockholders with
a significant cash premium for their investment.”
A special meeting of Syniverse’s stockholders will be held after
the preparation and filing of a proxy statement with the Securities
and Exchange Commission and subsequent mailing to shareholders.
Upon completion of the acquisition, Syniverse will become a private
company, wholly owned by an affiliate of The Carlyle Group.
James Attwood, Carlyle managing director, added “Syniverse is an
outstanding business that plays a vital role in the mobile
ecosystem globally. We are impressed with the multi-faceted
business that has been built under the leadership of Tony Holcombe,
and are excited at the prospect of working with him and the senior
management team to drive continued growth and market
leadership.”
“Syniverse is leading the way in the mobile space with our
roaming, messaging and network solutions,” said Tony Holcombe,
president and CEO, Syniverse. “The Carlyle Group recognizes the
potential of both Syniverse and mobile communications, and it is
committed to supporting our ability to better serve our customers,
grow our business around the world, and provide long-term
opportunities for our employees. As a private company we believe
Syniverse will have the ability to better focus on the long term
strategic direction of our customers and our industry.”
Deutsche Bank Securities Inc. acted as exclusive financial
adviser and Alston & Bird acted as legal adviser to Syniverse
in this transaction. Evercore, Barclays Capital and Credit Suisse
served as financial advisers, and Latham & Watkins served as
legal adviser to Carlyle.
About Syniverse
Syniverse Technologies (NYSE:SVR) makes mobile work for more
than 800 mobile operators, cable and Internet providers, and
enterprises in over 160 countries. With unmatched expertise and
more than 20 years simplifying the complexities of roaming,
messaging and networking, Syniverse serves as the force at the
center of the mobile communications universe, keeping people
connected today and forging new connections for tomorrow. Nobody
knows mobile like Syniverse. For more information, visit
www.syniverse.com, follow Syniverse on Twitter or find Syniverse on
Facebook.
About Carlyle
The Carlyle Group is a global alternative asset manager with
$90.9 billion of assets under management committed to 66 funds as
of June 30, 2010. Carlyle invests across three asset classes –
private equity, real estate and credit alternatives – in Africa,
Asia, Australia, Europe, North America and South America focusing
on aerospace & defense, automotive & transportation,
consumer & retail, energy & power, financial services,
healthcare, industrial, infrastructure, technology & business
services and telecommunications & media. Since 1987, the firm
has invested $61.2 billion of equity in 983 transactions. The
Carlyle Group employs more than 880 people in 19 countries. In the
aggregate, Carlyle portfolio companies have more than $84 billion
in revenue and employ more than 398,000 people around the world.
More information is available at www.carlyle.com,
www.carlylegroupcreatesvalue.com, and
www.youtube.com/OneCarlyle.
Cautionary Notice Regarding Forward-Looking
Statements
Certain of the statements in this press release may constitute
“forward-looking statements” for purposes of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and as such may
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of
Syniverse to be materially different from the future results,
performance or achievements expressed or implied by such
forward-looking statements. The words “believes,” “anticipates,”
“plans,” “expects,” “intends,” “estimates,” “seeks,” “may” and
similar expressions are intended to identify forward-looking
statements. These forward-looking statements are based upon
information presently available to the company’s management and are
inherently subjective, uncertain and subject to change, due to any
number of risks and uncertainties. Certain factors that could cause
actual events not to occur as expressed in the forward-looking
statement include among others: the occurrence of any event, change
or other circumstances that could give rise to the termination of
the merger agreement; the outcome of any legal proceedings that may
be instituted against the Company related to the merger agreement;
the inability to complete the merger due to the failure to obtain
stockholder approval for the merger or the failure to satisfy other
conditions to completion of the merger, including the receipt of
required regulatory approvals related to the merger; the failure to
obtain the necessary financing arrangements set forth in the debt
and equity commitment letters delivered pursuant to the merger
agreement; risks that the proposal transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the merger; the impact of the substantial
indebtedness to be incurred to finance the consummation of the
merger; the effects of local and national economic, credit and
capital market conditions on the economy in general, and other
risks and uncertainties described herein, as well as those other
risks and factors discussed in Syniverse’s Annual Report on Form
10-K for the year ended Dec. 31, 2009, under the caption
“Cautionary Notice Regarding Forward-Looking Statements” and “Risk
Factors” and otherwise in Syniverse’s reports and filings that it
makes with the Securities and Exchange Commission.
You should not place undue reliance on any forward-looking
statements, since those statements speak only as of the date that
they are made. Syniverse has no obligation and does not undertake
to publicly update, revise or correct any of the forward-looking
statements after the date of this news release or after the
respective dates on which such statements otherwise are made,
whether as a result of new information, future events or otherwise,
except as otherwise may be required by law.
Additional Information and Where to Find It
In connection with the proposed merger, Syniverse Holdings, Inc.
(the “Company”) will prepare a proxy statement to be filed with the
SEC. When completed, a definitive proxy statement and a form of
proxy will be mailed to the stockholders of the Company. THE
COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT
REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The Company’s stockholders
will be able to obtain, without charge, a copy of the proxy
statement (when available) and other relevant documents filed with
the SEC from the SEC’s website at http://www.sec.gov. The Company’s
stockholders will also be able to obtain, without charge, a copy of
the proxy statement and other relevant documents (when available)
by directing a request by mail or telephone to Syniverse Holdings,
Inc., 8125 Highwoods Palm Way, Tampa, Florida 33647, attn:
Corporate Secretary, or from the Company’s website,
http://www.syniverse.com.
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the Company’s
stockholders with respect to the special meeting of stockholders
that will be held to consider the proposed merger. Information
about the Company’s directors and executive officers and their
ownership of the Company’s common stock is set forth in the proxy
statement for the Company’s 2010 Annual Meeting of stockholders,
which was filed with the SEC on April 5, 2010. Stockholders may
obtain additional information regarding the interests of the
Company and its directors and executive officers in the proposed
merger, which may be different than those of the Company’s
stockholders generally, by reading the proxy statement and other
relevant documents regarding the proposed merger, when filed with
the SEC.
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