Business communications company Mitel Networks Corp (Nasdaq: MITL, TSX: MNW) has ended the “go-shop” period provided for in its acquisition agreement with an investor group led by Searchlight Capital Partners, a U.S. private equity firm. The company said it contacted 86 potential buyers during the “go-shop” period, but that no acquisition proposal was submitted. Ottawa-based Mitel in April announced the Searchlight-led group had agreed to buy 100 percent of its common shares for about $2.6 billion (US$2 billion), including debt. A shareholders meeting to vote on deal will be held on July 10.
Mitel Announces End of “Go-Shop” Period and Filing of Definitive Proxy Statement For Special Meeting of Shareholders
OTTAWA, June 08, 2018 (GLOBE NEWSWIRE) — Mitel® (Nasdaq:MITL) (TSX:MNW), a global leader in business communications, today announced the expiration of the “go-shop” period provided in the arrangement agreement between Mitel and an investor group led by affiliates of Searchlight Capital Partners, L.P (“Searchlight”). During the go-shop period, representatives of Mitel contacted 86 potential buyers. Seven of the potential buyers entered into confidentiality agreements with Mitel and were granted access to non-public information about Mitel, but no potential buyer submitted an acquisition proposal.
Mitel also announced that it has filed with the U.S. Securities and Exchange Commission and Canadian securities regulatory authorities its definitive proxy statement and related materials related to the special meeting of Mitel shareholders to be held on July 10, 2018, at 10:00 a.m., Ottawa time, to vote on a resolution in favor of the arrangement pursuant to which an affiliate of Searchlight will acquire 100% of the common shares of Mitel. Copies of the definitive proxy statement and related materials will be mailed to shareholders of record as of June 7, 2018. The special meeting will be held at The Brookstreet Hotel, 525 Legget Drive, Ottawa (Kanata), Ontario, Canada K2K 2W2.
Additionally, Mitel disclosed that an advance ruling certificate has been issued by the Commissioner of Competition pursuant to the Competition Act (Canada) and that the U.S. Federal Trade Commission has granted early termination of the waiting period under the HSR Act. Accordingly, the conditions to the transaction relating to the expiration or termination of the applicable waiting periods under the Competition Act and the HSR Act have been satisfied. The transaction is expected to close during the second half of 2018, subject to customary closing conditions, including the receipt of other regulatory approvals, shareholder approval and court approval.
If you have additional questions about the arrangement, please call our proxy solicitor, Alliance Advisors, LLC, toll-free at (833) 501-4817, or contact Mitel in writing at our principal executive offices at 350 Legget Drive, Ottawa, Ontario, Canada K2K 2W7, Attention: Investor Relations or by telephone at (469) 574-8134.
Additional Information and Where to Find It
This communication may be deemed to be solicitation in respect of the arrangement. In connection with the arrangement, Mitel has filed relevant materials with the SEC and Canadian securities regulatory authorities, including Mitel’s definitive proxy statement on Schedule 14A and proxy circular. MITEL SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, INCLUDING MITEL’S DEFINITIVE PROXY STATEMENT AND PROXY CIRCULAR, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ARRANGEMENT. Investors and security holders may obtain the documents free of charge at the SEC’s website at www.sec.gov and the Canadian Securities Administrators’ website at www.sedar.com, and Mitel shareholders may obtain such documents free of charge from Mitel on Mitel’s website at www.mitel.com or by calling (613) 592-2122.
Mitel and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Mitel common shares in respect of the arrangement. Information about Mitel’s directors and executive officers is set forth in the proxy statement and proxy circular for Mitel’s 2018 Annual General Meeting of Shareholders, which was filed with the SEC and Canadian securities regulatory authorities on March 29, 2018. Investors may obtain additional information regarding the interest of such participants by reading the definitive proxy statement and proxy circular regarding the arrangement.
A global market leader in business communications powering more than two billion business connections, Mitel (Nasdaq:MITL) (TSX:MNW) helps businesses and service providers connect, collaborate and provide innovative services to their customers. Our innovation and communications experts serve more than 70 million business users in more than 100 countries. For more information, go to www.mitel.com and follow us on Twitter @Mitel.
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