Xura Inc, a portfolio company of Siris Capital, said Dec. 19 that it agreed to buy Mitel Mobility Inc, a division of Mitel Networks Corp and Ranzure Networks Inc. Financial terms weren’t announced although press reports valued the deal at $385 million. Mitel Mobility provides voice-over-long-term evolution, voice-over-WiFi, video, rich communication services, messaging, radio access and packet core solutions. Siris Capital is providing equity financing. Cerberus Business Finance LLC is leading a lender group for the debt financing. Goldman Sachs & Co. is acting as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is legal advisor to Mitel. Guggenheim Securities LLC is acting as financial advisor and Sidley Austin LLP is legal advisor to Xura.
WAKEFIELD, MA, December 19, 2016 – Xura, Inc. (“Xura”), a leading provider of digital communications services, today announced that its affiliates have entered into definitive agreements to acquire Mitel Mobility, Inc. (“Mitel Mobile”), a division of Mitel Networks Corporation (“Mitel”, Nasdaq: MITL, TSX: MNW), and Ranzure Networks, Inc. (“Ranzure”).
· Mitel Mobile, formerly Mavenir Systems, is a leading provider of Voice-over-Long-Term Evolution (“VoLTE”), Voice-over-WiFi (“VoWiFi”), video, Rich Communication Services (“RCS”), messaging, radio access and packet core solutions
· Ranzure, founded by former Mavenir Systems CEO Pardeep Kohli, is an early-stage venture focused on developing 5G Cloud Radio Access Network (“RAN”) technology
The Xura Board of Directors has appointed Pardeep Kohli, formerly CEO of Mitel Mobile’s predecessor (Mavenir Systems) and Co-Founder and CEO of Ranzure Networks, to succeed Philippe Tartavull as CEO of Xura, effective today. Upon completion of the transactions, Mr. Kohli will serve as the CEO of the combined company. Mitel Mobile President, BG Kumar, will join Mr. Kohli’s management team and former CTO of AT&T and former President of AT&T Labs, Krish Prabhu, will join the Board of Directors of the combined company. The combined company will operate from Dallas, Texas.
Hubert de Pesquidoux, the executive chairman of Xura and future executive chairman of the combined company, commented:
“Xura has undergone a significant transformation over the past two years, and in the last several months has successfully transitioned to private ownership with the backing and support of Siris Capital, a financial sponsor with deep experience and operational expertise in telecommunications. I would like to acknowledge Philippe Tartavull for his significant contributions to the company during this transformational period. Today’s announcement marks a new and exciting chapter for Xura, and will accelerate and enhance the combined company’s ability to grow and deliver value to its customers, partners and employees.”
Well Positioned to Partner with Customers to Bring the Next Wave of Digital Services to Market
The transaction enhances each standalone company’s ability to help CSPs bring the latest monetizable services to market, while driving operating efficiencies, increased service levels, and greater flexibility and scalability as they adopt the cloud and virtualize their networks. The combined company is positioned for long-term success in the digital communications ecosystem across multiple dimensions:
· Product Portfolio: The combination diversifies and bolsters each predecessor company’s standalone product portfolio, delivering a comprehensive 5G ready, fully-virtualized solution set across voicemail, VoLTE, VoWiFi, video, RCS, messaging, security, radio access and packet core
· Innovation and 5G Focus: The combination leverages each company’s significant investments to date in fully-virtualized and 5G ready solutions, a combined team of over 2,000 talented people dedicated to bringing 5G ready solutions to market, and a mutual focus on continued innovation
· Customers at the Core: The combined company will keep customers at the core of its strategy with the vision to be the trusted partner of choice for CSPs as their business needs evolve
· Operational Excellence: The combined company will have scalable R&D centers of excellence in the United States, Israel, Czech Republic, India and China, enabling first-rate global support capabilities
· Management Talent: The combination adds talented and experienced executives to supplement the Xura team, complemented by a strong Board of Directors
Hubert de Pesquidoux commented:
“This is an exciting day for the three companies’ stakeholders. The combination of Xura’s offerings in voicemail, messaging, monetization and security solutions with Mitel Mobile’s offerings in next-generation voice, video, RCS, network access and core solutions, alongside Ranzure’s 5G Cloud RAN technology, will offer a comprehensive, best-in-class solution set to the combined company’s global CSP customer base. Mitel Mobile and its heritage Mavenir brand and technology are synonymous with world-class innovation and customer support, and we are delighted to welcome Pardeep Kohli, who is uniquely positioned to lead the combined company.”
Combined Company to Benefit from World-Class Management and Board-Level Support
Pardeep Kohli is a widely respected wireless veteran with over 20 years of industry experience, primarily focused on driving innovation in the telecom infrastructure space. He most recently served as the CEO of Ranzure, an early-stage developer of 5G Cloud RAN technology, and was President and CEO of Mavenir Systems from 2006 to 2015. During his time at Mavenir, Mr. Kohli grew the business from zero to $175 million in annual revenue and led multiple industry-first innovations, including the first at-scale deployments of virtualization and software defined networking to mobile core networks.
Commenting on the announcement, newly appointed Xura CEO Pardeep Kohli said:
“I am honored and excited to lead Xura and the combined company during this important and transformative time. Both Xura and Mitel Mobile have strong legacies of market-leading innovation and commitment to customer success. Our new company will offer a fully-virtualized, software-based solution set across every layer of the mobile network infrastructure stack, including radio access, packet core and 5G applications.
“We will be the only pure play solution provider with no vested interest in maintaining and promoting proprietary solutions. We look forward to partnering with our customers to achieve operational efficiencies as they prepare to handle the exponential traffic growth that the industry’s IoT and 5G applications will bring.”
Krish Prabhu, who will join the combined company’s Board of Directors upon completion of the transactions, most recently served as the CTO of AT&T and President of AT&T Labs from 2011 to 2016. He previously served as Interim CEO and President of Tekelec, as CEO and President of Tellabs Inc., as a Venture Partner of Morganthaler Venture Partners, and as COO of Alcatel Telecom. Mr. Prabhu’s deep industry experience, thought leadership, and strong relationships with mobile operators will serve the Board of Directors and management team well.
Conditions to Closing and Advisors
The transactions are subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other foreign antitrust regulatory approvals, as necessary. Upon completion of the transactions, Mitel Mobile and Ranzure will become wholly owned by affiliates of Xura. The transactions are currently expected to close in the first quarter of 2017.
An affiliate of Xura has secured committed financing consisting of a combination of equity and debt. The equity financing will be provided by affiliates of Siris Capital Group, LLC (“Siris Capital”) and the debt financing will be provided by a lender group led by Cerberus Business Finance, LLC.
Goldman Sachs & Co. is acting as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Mitel in connection with the transaction. Guggenheim Securities, LLC is acting as financial advisor and Sidley Austin LLP is acting as legal advisor to Xura in connection with the transactions.
Xura, Inc. offers a portfolio of digital services solutions that enable global communications across a variety of mobile devices and platforms. We help communication service providers (CSPs) and enterprises navigate and monetize the digital ecosystem to create innovative, new experiences through our cloud-based offerings. Our solutions touch more than three billion people through 350+ service providers and enterprises in 140+ countries. You can find us atwww.Xura.com.
A global provider of enterprise and mobile communications powering more than 2 billion business connections and 2 billion mobile subscribers every day, Mitel (Nasdaq: MITL) (TSX: MNW) helps businesses and mobile carriers connect, collaborate and provide innovative services to their customers. Our innovation and communications experts serve more than 60 million business users in more than 100 countries. For more information, go to www.mitel.com.
About Ranzure Networks
Founded by industry veterans with extensive experience in virtualized LTE core networks and Radio Access technologies – Ranzure is focused on paving the way for seamless superfast 5G networks. Ranzure Networks has licensed Mitel Mobile technology in the area of Evolved Packet Core to support service providers as they build 5G networks for the Internet of Things. Ranzure is based in Richardson, Texas, with additional development centers in Ottawa, Canada and Bengaluru, India. Visit www.ranzure.com for more information.
About Siris Capital
Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us atwww.siriscapital.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 securities laws. These include statements using the words believe, 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 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 these assumptions or other factors could cause actual results to differ materially from current expectations. All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on such statements. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the integration of Mitel Mobile and Ranzure and the ability to recognize the anticipated benefits from the acquisitions of Mitel Mobile and Ranzure; the ability to obtain required regulatory approvals for the acquisitions of Mitel Mobile and Ranzure, the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the expected benefits of the acquisitions of Mitel Mobile and Ranzure; the risk that the conditions to the acquisitions are not satisfied on a timely basis or at all and the failure of the acquisitions to close for any other reason; the anticipated size of the markets and continued demand for Xura, Mitel Mobile and Ranzure products; access to available financing on a timely basis and on reasonable terms, including the refinancing of Xura’s debt to fund a portion of the cash purchase price in connection with the acquisitions; Xura’s ability to achieve or sustain profitability following the acquisitions; fluctuations in quarterly and annual revenues and operating results; fluctuations in foreign exchange rates; current and ongoing global economic instability, political unrest and related sanctions; intense competition; and Xura’s ability to implement and achieve its business strategies successfully. Forward-looking statements speak only as of the date they are made. Except as required by law, Xura does 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.