Francisco makes takeover bid for Sandvine for C$4.15 per share

Francisco Partners has made a takeover bid for Canadian policy control solutions provider Sandvine Corporation for a cash consideration of C$4.15 per share. The offer surpasses the C$3.80 per share bid made by Vector Capital, which was accepted by Sandvine, to acquire the company. According to the announcement on this takeover bid, the Sandvine board has not changed its mind regarding the Vector deal.

PRESS RELEASE

WATERLOO, ON, June 27, 2017 /CNW/ – Sandvine Corporation (“Sandvine” or the “Company”) (TSX: SVC), announced today that it has received a binding offer from an affiliate of Francisco Partners (the “New Offeror”), pursuant to which the New Offeror, has offered to acquire all of the issued and outstanding common shares of the Company by way of plan of arrangement for cash consideration of CAD$4.15 per share (the “New Offer”).

The New Offer was solicited by the Company during the “go-shop” period permitted under its agreement with Scalar Acquireco Corp. (“Scalar”), an affiliate of Vector Capital (“Vector”).

On May 26, 2017, the Company entered into an arrangement agreement (the “Vector Agreement”) with Scalar whereby Scalar agreed to acquire all of the issued and outstanding shares of the Company by way of statutory plan of arrangement (the “Plan of Arrangement”) and the board of directors of Sandvine (the “Board”) recommended that shareholders vote in favour of the Plan of Arrangement. Under the Plan of Arrangement shareholders would receive CAD$3.80 per share. In accordance with the Vector Agreement the Company has notified Vector that it considers the New Offer to be a Superior Proposal (as defined under the Vector Agreement) and that the five business day matching period, during which Vector may choose to make a proposal which it believes would cause the New Offer to no longer constitute a Superior Proposal, has commenced (the “Matching Period”). The Vector Matching Period ends at 5:00 p.m. (Toronto time) on July 6, 2017.

The Board has not changed its recommendation regarding the Vector Agreement and continues to recommend the offer under the Vector Agreement.

ABOUT SANDVINE
Sandvine’s network policy control solutions add intelligence to fixed, mobile and converged communications service provider networks, to increase revenue, reduce network costs and improve subscriber quality of experience. Our networking solutions perform end-to-end policy control functions, including traffic classification, policy decision, and enforcement. Deployed as virtualized network functions or on Sandvine’s purpose-built hardware, the products provide actionable business insight, and the ability to deploy new consumer and business subscriber services, optimize and secure network traffic, and engage with subscribers.

Sandvine’s network policy control solutions are deployed in more than 300 networks in over 100 countries, serving hundreds of millions of data subscribers worldwide. www.sandvine.com.