Mitel Completes Merger With Aastra
With More Than a Billion Dollars in Combined Annual Revenue and the Best Path
to the Cloud, Mitel is a Clear Market Leader
oUS$1.1 billion in diversified annual revenue
o#1 market share in Western Europe
oUS$100 million global cloud business
oGlobal customer base of 60 million customers
OTTAWA, Jan. 31, 2014 (GLOBE NEWSWIRE) -- Mitel® Networks Corporation
(Nasdaq:MITL) (TSX:MNW), a global leader in business communications, today
announced it has completed its merger with Aastra Technologies Limited. With
US$1.1 billion of combined annual revenue and 60 million customers worldwide,
Mitel now has one of the largest global footprints in the industry and is
driving consolidation in the US$18 billion business communications market.
Clear Market Leadership
With #1 market share in Western Europe and a top five position globally*,
Mitel is well positioned to capitalize on a massive global growth opportunity
as the market begins a long-term migration to cloud-based services.
"With this merger the combined annual revenue of Mitel exceeds a billion
dollars, which we believe creates the financial scale and operational leverage
to drive shareholder value and profitable growth in an opportunity-rich
consolidating market," said Richard McBee, President and Chief Executive
Officer of Mitel. "We now have double the talent, tools and range of solutions
to aggressively compete for a greater share of our market."
Customer Choice with the Best Path to the Cloud
Mitel offers the most comprehensive portfolio in the industry, covering the
entire customer and market landscape. From digitalto IP to Cloud; from
platforms to applications to devices; for the very smallest business to the
very largest enterprise, Mitel's portfolio now offers customers ultimate
control to maintain, migrate, or upgrade their business communications systems
at their own pace.
With the best path to the cloud – private, public or hybrid – Mitel's
integrated portfolio enables a significant competitive advantage and ideally
positions the company to serve customers and channels globally, regionally,
and vertically; now and well into the future.
With a $100 million annual R&D budget as a combined business, Mitel has the
resources needed to support ongoing innovation and a broad range of global and
regional solutions, protecting customers by limiting the risk of stranding
them and their investment.
Sound Financials and Attractive Synergies
In conjunction with the closing of the merger, Mitel today completed financing
of a $405 million credit facility consisting of a $355 million term loan
maturing in January 2020 and an undrawn $50 million revolving credit facility
maturing in January 2019. The $355 million term loan is priced at LIBOR, plus
4.25% with a LIBOR floor of 1.00%. The undrawn $50 million revolving credit
facility is priced at LIBOR, plus 4.25%.
"We are pleased to have secured new credit facilities on these very favorable
terms, which significantly reduces our annual interest cost and enhances our
operating flexibility," said Steve Spooner, Chief Financial Officer, Mitel.
"Our new capital structure, combined with the enhanced cash flow generation we
expect from the merger, positions Mitel with one of the best financial
platforms in the industry."
Proceeds from the new credit facilities were used to finance the merger of
Aastra, repay the $259 million outstanding under the existing credit
facilities, as well as fees and expenses related to the transactions.
Jefferies Finance LLC and The Toronto-Dominion Bank were Joint Lead Arrangers
and Joint Book-Running Managers for the new credit facilities. Jefferies LLC
acted as financial advisor to Mitel in connection with the merger and
financing arrangements and TD Securities Inc. acted as financial advisor to
The company anticipates approximately US$50 million of run rate synergies
within two and a half years, driven by supply chain optimization, facilities
consolidation and economies of scale. With the merger completed, Mitel expects
the combined cash flow will allow for ongoing debt repayment and is expected
to provide Mitel liquidity and flexibility to aggressively pursue growth
Terms of the Agreement
Mitel acquired all of the issued and outstanding Aastra common shares. Under
the terms of the Arrangement, shareholders of Aastra received US$6.52 in cash
plus 3.6 common shares of Mitel (the "Mitel Shares") for each Aastra common
share held. The total amount of cash paid by Mitel was approximately US$80.0
million and the number of Mitel Shares issued was 44,162,509.Mitel financed
the cash consideration of the transaction from cash on hand and from a portion
of the proceeds from the new credit facility as discussed above.
*Source: MZA PBX/IP PBX Market, World Quarterly Edition,Q2 2013, TTM Q3 2012
– Q2 2013
Mitel® (Nasdaq:MITL) (TSX:MNW) is a global leader in business communications
that easily connect employees, partners and customers -- anywhere, anytime and
over any device, for the smallest business to the largest enterprise. Mitel
offers customers maximum choice with one of the industry's broadest portfolios
and the best path to the cloud. With more than US$1 billion in combined annual
revenue, 60 million customers worldwide, and #1 market share in Western
Europe,Mitel is a clearmarket leader in business communications. For more
information, go to www.mitel.com.
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, operational 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 and risks related to the
acquisition can be found in the Aastra's management proxy circular, dated
December 11, 2013, furnished by Mitel on Electronic Data-Gathering, Analysis,
and Retrieval (EDGAR) and filed by Aastra on System for Electronic Document
Analysis and Retrieval (SEDAR). 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 EDGAR or SEDAR.
Mitel's headquarters is located at 350 Legget Drive, Kanata, Ontario, Canada
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