Mitel and Aastra Announce Plan to Merge
Combination creates a billion dollar company with a global installed base and
the technology and scale to migrate those customers, and the broader market,
to cloud based solutions.
oUS$1.1 billion total revenue
oUS$100 million cloud business
oGlobal customer base of 60 million end users
o#1 market share in Western Europe
oCompetitive solutions portfolio to address businesses of any size
oAttractive synergies expected within first 24 months
oAccelerated path to further de-leverage the business
OTTAWA and TORONTO, Nov. 11, 2013 (GLOBE NEWSWIRE) -- Mitel Networks
Corporation (Nasdaq:MITL) (TSX:MNW), a leading provider of cloud and
premises-based unified communications software solutions, and Aastra
Technologies Limited (TSX:AAH), a leader in enterprise communications, today
announced that they have entered into a definitive arrangement agreement
unanimously approved by the Boards of Directors of both companies, under which
Mitel will acquire all of the outstanding Aastra common shares for US$6.52 in
cash plus 3.6 Mitel common shares per each Aastra common share. Using the
Mitel closing common share price on November 8, 2013, and a CAD/USD exchange
rate of 0.9531, this amounts to CAD$31.96 per Aastra common share, a total
value on closing to Aastra shareholders of CAD$392M and represents a 20.9%
premium to the 30-day volume weighted average price (VWAP) of Aastra common
shares as of November 8, 2013.
The strategic move, designed to build scope and scale in a consolidating
market, will create a billion dollar company with one of the largest global
footprints in the industry, #1 market share in Western Europe, a US$100
million cloud business, and a global installed customer base ready for upgrade
as the US$18 billion business communications market prepares to migrate to
software-based cloud services.
The combined company will be headquartered in Ottawa, Canada and will operate
under the name Mitel while continuing to leverage Aastra's strong brand
recognition in select European markets. The executive management team will
continue to be led by current Mitel President and Chief Executive Officer, Mr.
"The business communications market is ripe for consolidation and on the cusp
of a mass migration to cloud-based services. We believe that small competitors
with narrow focus and limited global reach will quickly be marginalized," said
Mr. McBee. "Aastra's solid financial structure, complementary portfolios,
geographic reach, and large installed-base immediately augment and expand
Mitel's market footprint, enabling us to capitalize on a unique opportunity to
leap-frog the competition and lead the market."
Reporting to Mr. McBee will be Chief Financial Officer, Mr. Steve Spooner, and
Aastra's Co-CEOs, Mr. Francis Shen, who will assume the position of Chief
Strategy Officer, and Mr. Tony Shen, who will assume the position of Chief
Operating Officer. Mitel will increase the number of directors on its Board
from eight to nine. Two existing members of theMitelBoard will step down
andAastrawill have the right to appoint three new board nominees to fill the
"Our two organizations are tightly aligned culturally and financially with
little product, geographic or channel overlap" said Tony Shen. "We are
stronger together, and combined we will be a major global player. We are
confident that this merger will create value for our shareholders, customers,
partners and employees," added Francis Shen.
Expanded Geographic Footprint and Market Leadership
The combination of Mitel and Aastra will enable the companies to significantly
expand their organizational scale and scope with a combined market presence of
over 60 million end users in more than 100 countries and a global network of
more than 2,500 channel partners, ideally positioning the new company to
immediately capitalize on several key strategic growth opportunities.
oMaximizing near-term installed base upgrade opportunities in large Western
European countries including Germany, France and the U.K., and in primary
Latin American markets such as Brazil and Mexico and a strong foothold in
the Asia Pacific region including Australia.
oImmediate and aggressive expansion in the large enterprise cloud segment
in the United States.
oAccelerating global cloud expansion by leveraging the strength of our
respective cloud technologies and channel partners.
The combined company will provide channel partners and customers access to a
broad portfolio that supports businesses of any size, from SMB to enterprise.
With minimal channel overlap between the two organizations, the combination
significantly expands the addressable market opportunities of existing
partners, equipping them to sell into the small and mid-size business market
in local or regional geographic opportunities as well as large and lucrative
global enterprise accounts.
Enhanced Scale and Operating Leverage with Attractive Cash Flow Generation
Nearly doubling the stand-alone revenue of either company, the combination
results in combined revenue for the new company of approximately US$1.1
billion for the trailing four quarters. The deal will create the financial
scale and operational leverage to drive shareholder value.
oUS$1.1 billion in diversified annual sales, well positioned to deliver
sustained and profitable revenue growth.
oResearch and Development budget of approximately US$100 million.
oApproximately US$45 million of run rate synergies within two years, driven
by supply chain optimization, facilities consolidation and economies of
oMeaningful reduction in the debt leverage ratio of Mitel.
oStrong free cash flow generation.
Aastra shareholders, who will own approximately 43% of the combined company,
are expected to benefit from substantial potential upside over the long-term,
driven by the combined company's strategic position and achievement of full
run-rate synergies. The combined company's cash flow will allow for ongoing
debt repayment and will provide Mitel liquidity and flexibility to support
ongoing growth opportunities.
Terms of the Agreement
The transaction will be carried out by way of a court-approved plan of
arrangement and will require the approval of at least 66 2/3% of the votes
cast by the shareholders of Aastra at a special meeting expected to take place
in January 2014. Mr. Francis Shen and Mr. Tony Shen, who together control
approximately 14% of the outstanding Aastra common shares, have entered into
voting support agreements and confirmed their intention to vote their Aastra
common shares in favour of the arrangement.
Under applicable TSX and NASDAQ rules, the transaction also requires the
approval of Mitel shareholders by majority vote, as the number of Mitel common
shares to be issued in the transaction exceeds 25% of the total number of
outstanding Mitel common shares. Francisco Partners and Terry Matthews, who
together control approximately 63% of the company's common shares, have both
signed voting support agreements in favour of the transaction. Mitel expects
that the TSX and NASDAQ will accept these agreements to support the
transaction as evidence of shareholder approval and not require Mitel to hold
a shareholder meeting.
In addition to shareholder and court approvals, the transaction is subject to
compliance with the Investment Canada Act and certain other closing conditions
customary in transactions of this nature. Aastra and Mitel anticipate that the
transaction will be completed in the first quarter of 2014.
Further information regarding the transaction will be included in the
management proxy circular expected to be mailed to Aastra shareholders in
December. Copies of the arrangement agreement and management proxy circular
will be available on SEDAR at www.sedar.com. The transaction will provide a
partial capital gains tax-deferred roll-over option for taxable Canadian
holders of Aastra shares.
Mitel intends to finance the cash portion of the proposed transaction with
cash on hand from the combined businesses. In conjunction with the transaction
and to provide additional liquidity and working capital, Mitel currently
intends to refinance its existing credit facilities and has received term loan
and revolving credit facility commitments from Jefferies Finance LLC and The
Toronto-Dominion Bank of up to $405 million.
Jefferies LLC is acting as financial advisor to Mitel for purposes of this
transaction and delivered an opinion to Mitel's Board of Directors as to the
fairness, from a financial point of view, of the consideration to be paid by
Mitel in the transaction. TD Securities Inc. is acting as financial advisor to
Aastra and has provided an opinion to the board of directors of Aastra that
the consideration to be received by Aastra shareholders under the transaction
is fair, from a financial point of view, to Aastra shareholders. Mitel
retained Osler, Hoskin and Harcourt LLP as its legal counsel. McCarthy
Tétrault LLP is acting as legal counsel to Aastra.
The transaction is subject to regulatory reviews, shareholder approval, and
certain other customary conditions.Upon final approval and closing of the
transaction, the common shares for the combined company will continue to be
listed on both the NASDAQ Global Market and Toronto Stock Exchange under the
existing symbols for Mitel.
Mitel's fiscal 2014 second quarter results for the period ended October 31,
2013 are expected to be reported in early December.Details of the December
earnings announcement will be confirmed separately.
Conference Call Information
Mitel and Aastra will host a conference call and webcast accompanied by slides
on November 11, 2013 at 8:00 a.m. ET.
To access via tele-conference, please dial (888)401-4668.Participants dialing
in from outside of Canada and the United States can dial (719)325-2491. The
playback will be made available two hours after the event at (719)457-0820. To
access the webcast please use this link: http://investor.mitel.com/events.cfm.
The Conference ID number for the live call and rebroadcast is 1586537.
Presentation slides will be available on November 11, 2013 at 7:00 am ET. To
download presentation slides, please go to the Investor Relations section of
Mitel's website at www.mitel.com and under Events or use this link:
Live internet access and a replay for this call will be available through the
Investor Relations section of Mitel's website at www.mitel.com.
Mitel® (Nasdaq:MITL) (TSX:MNW) is a global provider of unified communications
and collaboration (UCC) software, solutions and services that enable
organizations to conduct business anywhere, over any medium with the device of
their choice. Through a single cloud-ready software stream, Mitel's Freedom
architecture provides customers in over 100 countries the flexibility and
simplicity needed to support today's dynamic work environment. For more
information visit www.mitel.com.
About Aastra Technologies Limited
Aastra Technologies Limited (TSX:AAH) is a global company at the forefront of
the Enterprise Communication market. Headquartered in Concord, Ontario,
Canada, Aastra develops and delivers innovative and integrated solutions that
address the communication needs of businesses small and large around the
world. Aastra enables Enterprises to communicate and collaborate more
efficiently and effectively by offering customers a full range of open
standard IP-based and traditional communications solutions, including
terminals, systems, and applications. For additional information on Aastra
Forward Looking Statements
Some of the statements in this press release are forward-looking statements
(or forward-looking information) within the meaning of applicable U.S. and
Canadian securities laws. These include statements using the words target,
outlook, may, will, should, could, estimate, continue, expect, intend, plan,
predict, potential, project and anticipate, and similar statements which do
not describe the present or provide information about the past. There is no
guarantee that the expected events or expected results will actually occur.
Such statements reflect the current views of management of Mitel and Aastra
and are subject to a number of risks and uncertainties. These statements are
based on many assumptions and factors, including general economic and market
conditions, industry conditions, corporate approvals, regulatory approvals,
operational factors and other factors. Any changes in such assumptions or
factors could cause actual results to differ materially from current
expectations. All forward-looking statements attributable to Mitel and Aastra,
or persons acting on their behalf, and are expressly qualified in their
entirety by the cautionary statements set forth in this paragraph. Undue
reliance should not be placed on such statements. Forward-looking statements
speak only as of the date they are made. In addition, material risks that
could cause results of operations to differ include the merged company's
ability to achieve or sustain profitability in the future; fluctuations in the
quarterly and annual revenues and operating results; fluctuations in foreign
exchange rates; current and ongoing global economic instability; intense
competition; reliance on channel partners for a significant component of
sales; dependence upon a small number of outside contract manufacturers to
manufacture products; the ability to successfully integrate the acquisition
and realize certain synergies; and, our ability to implement and achieve our
business strategies successfully. Additional risks are described under the
heading "Risk Factors" in Mitel's Annual Report on Form 10-K and Aastra's
Annual Information Form. Except as required by law, we do not have any
intention or obligation to update or to publicly announce the results of any
revisions to any of the forward-looking statements to reflect actual results,
future events or developments, changes in assumptions or changes in other
factors affecting the forward-looking statements. You are advised, however, to
consult any further public disclosures made by Mitel and Aastra on related
subjects in reports and communications filed on Electronic Data-Gathering,
Analysis, and Retrieval (EDGAR) or System for Electronic Document Analysis and
Amy MacLeod (media), 613-592-2122 x71245,
Malcolm Brown (industry analysts), 613-592-2122 x71246,
Michael McCarthy (investor relations), 469-574-8134,
Allan Brett, CFO, 905-760-4160,
John Tobia, General Counsel, 905-760-4240,
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