Airvana Inc. (Nasdaq: AIRV), a Chelmsford, Mass.-based provider of broadband network infrastructure, has agreed to be acquired for approximately $530 million, or $7.65 cash (23% premium to yesterday’s closing price). The buying consortium includes S.A.C. Private Capital Group, GSO Capital Partners, Sankaty Advisors and ZelnickMedia.
Airvana, Inc. (NASDAQ: AIRV), a leading provider of mobile broadband network infrastructure products, today announced that it has entered into a definitive agreement with a newly formed company to be owned by affiliates of S.A.C. Private Capital Group, LLC, GSO Capital Partners LP, Sankaty Advisors LLC and ZelnickMedia, in a transaction valued at approximately $530 million.
Under the terms of the agreement, at closing, each share of Airvana common stock will be exchanged for $7.65 cash, representing a premium of approximately 23% over the closing share price on December 17, 2009. Certain members of management of Airvana, including Randy Battat, President and CEO, and founders Vedat Eyuboglu and Sanjeev Verma, will exchange a portion of their shares for an equity interest in the acquirer. Merle Gilmore, former President of Motorola’s Communications Enterprise, will serve as Chairman of the Company following the closing.
“As we transition to a private company, Airvana will continue to focus on its two major mobile broadband product lines, EV-DO software and femtocells,” Battat said. “Our customers should expect the same great products delivered by the same great team.”
“We are enormously excited about the opportunity to work with such a strong management team and talented group of employees to build on Airvana’s impressive track record,” said Gilmore.
72 Mobile Holdings, LLC, the entity formed to acquire Airvana, Inc., has secured committed financing, consisting of a combination of equity to be provided by the investor group and debt financing led by GSO Capital Partners LP on behalf of funds managed by it and its affiliates. There is no financing condition to the obligation of the investor group to consummate the transaction.
The transaction was unanimously approved on December 17, 2009 by Airvana’s Board of Directors (other than Mr. Battat and Mr. Verma, who abstained) and by a Special Committee of independent directors. The Special Committee, which did not include any member of management, was established to undertake a review of Airvana’s strategic alternatives.
Completion of the transaction is subject to approval of Airvana shareholders, regulatory approvals and other closing conditions and is expected to occur by the end of the first quarter of 2010.
Goldman, Sachs & Co. is acting as financial advisor, and Ropes & Gray LLP is acting as legal counsel, to Airvana’s Special Committee. WilmerHale LLP is acting as Airvana’s legal counsel. Perella Weinberg Partners is serving as financial advisor, and Simpson Thacher & Bartlett LLP is serving as legal counsel, to the acquirer.
Airvana to Host Conference Call
Airvana, Inc. will host a conference call at 10:00 a.m. ET today to discuss the transaction. The conference call will be webcast live on the Internet and can be accessed on the Investor Relations section of the company’s website, www.airvana.com. The conference call can also be accessed by dialing (877) 407-5790 or (201) 689-8328. A replay of the webcast will be archived on Airvana’s website.
About Airvana, Inc.
Airvana helps operators transform the mobile experience for users worldwide. Airvana, Inc.’s high-performance technology and products, from comprehensive femtocell solutions to core mobile network infrastructure, enable operators to deliver compelling and consistent broadband services to mobile subscribers, wherever they are. Airvana, Inc.’s products are deployed in over 70 commercial networks on six continents. Airvana, Inc. is headquartered in Chelmsford, Mass., USA, with offices worldwide. For more information, please visit www.airvana.com.