Marlin Equity Partners (“Marlin”), a global investment firm, today
announced that it has entered into a definitive merger agreement with
Tellabs (NASDAQ: TLAB), which provides that Marlin will acquire all of
the outstanding shares of Tellabs for $2.45 per share in cash. Tellabs
is an industry-leading supplier of networking solutions that help
network operators boost revenue, reduce expenses, and optimize networks.
Tellabs serves telecom service providers, independent operating
companies, MSO/cable companies, enterprises and government agencies with
networks in more than 90 countries around the world.
“We are excited to back the Tellabs team and we view Tellabs’ business
as an ideal opportunity to capitalize on the growth in the telecom
network equipment sector,” said Nick Kaiser, a partner at Marlin. “We
are committed to extending Tellabs’ market leadership by continuing to
make significant investments in research and development, and in
providing a superior customer experience.”
The price per share represents a premium of 4.3% over the closing share
price on October 18, 2013, and 13.3% over the 180-day volume-weighted
average closing share price as of the same day. In addition, the offer
represents a premium of 28.9% over the current 52-week-low closing share
price, which occurred on April 17, 2013. The transaction value
represents a total equity value of approximately $891 million on a fully
diluted basis.
Under the terms of the merger agreement, an affiliate of Marlin is
required to commence a tender offer to acquire all outstanding shares of
Tellabs’ outstanding common stock for $2.45 per share in cash no later
than November 1, 2013. The merger agreement also provides that, promptly
after the closing of the tender offer, any shares not tendered in the
tender offer (other than shares for which appraisal is properly sought
under applicable law) will be acquired by Marlin in a second-step merger
at the same cash price as paid in the tender offer. Closing of the
tender offer and closing of the merger are subject to certain
conditions, including the tender of at least a majority of the
outstanding shares of Tellabs common stock (on a fully-diluted basis)
and the expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is
expected to close in the fourth quarter of 2013. The transaction is not
subject to a financing condition.
“This deal reinforces Marlin’s long-term commitment to the
telecommunications market sector and the business potential we believe
is being driven by the concurrent demand for high-bandwidth mobile,
video, and cloud-based services and applications,” said Pat DiPietro, an
operating partner at Marlin. “Tellabs has an exceptionally strong
heritage of technology innovation and customer-centric solutions, and we
look forward to working closely with the Tellabs team to enhance
long-term value for its premier customer base.”
Bob Leggett, an operating partner at Marlin, added: "As part of Marlin’s
portfolio of telecommunications companies, the Tellabs business will
expand and complement our existing set of customers and product
offerings, allowing us to serve a broader market, harness a deeper pool
of networking expertise, and create compelling cross-selling
opportunities. Combined with Marlin’s deep operational expertise and
financial support, we believe these capabilities will significantly
strengthen our competitive market position.”
Credit Suisse and Evercore are acting as financial advisors, and Schulte
Roth & Zabel LLP is acting as legal counsel to Marlin. Goldman, Sachs &
Co. is acting as financial advisor, and Sidley Austin LLP is acting as
legal counsel, to Tellabs.
About Marlin Equity Partners
Marlin Equity Partners is a global investment firm with over $2.6
billion of capital under management. The firm is focused on providing
corporate parents, shareholders and other stakeholders with tailored
solutions that meet their business and liquidity needs. Marlin invests
in businesses across multiple industries where its capital base,
industry relationships and extensive network of operational resources
significantly strengthens a company's outlook and enhances value. Since
its inception, Marlin, through its group of funds and related companies,
has successfully completed over 70 acquisitions. The firm is
headquartered in Los Angeles, California with an additional office in
London. For more information, please visit www.marlinequity.com.
Forward-Looking Statements
This communication contains forward-looking statements. Forward-looking
statements include statements that are predictive in nature, which
depend upon or refer to future events or conditions, which include words
such as “believes,” “plans,” “anticipates,” “estimates,” “expects,”
“intends,” “seeks” or similar expressions. Forward-looking statements
are based on current expectations about future events and are subject to
risks, uncertainties and assumptions. You should not place undue
reliance on forward-looking statements, which are based on current
expectations, since, while Marlin believes the assumptions on which the
forward-looking statements are based are reasonable, there can be no
assurance that these forward-looking statements will prove accurate. All
forward-looking statements included in this communication are made as of
the date hereof and, unless otherwise required by applicable law, Marlin
undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Important Additional Information
This communication is neither an offer to purchase nor a solicitation
of an offer to sell any shares. This communication is for informational
purpose only. The tender offer will not be made to, nor will tenders be
accepted from, or on behalf of, holders of shares in any jurisdiction in
which the making of the tender offer or the acceptance thereof would not
comply with the laws of that jurisdiction. Blackhawk Merger Sub Inc. has
not commenced the tender offer for shares of Tellabs’s common stock
described in this news release. Upon commencement of the tender
offer, Blackhawk Merger Sub Inc. will file with the Securities and
Exchange Commission (the “SEC”) a tender offer statement on Schedule TO
and related exhibits, including an offer to purchase, a letter of
transmittal and other related documents. Following commencement
of the tender offer, Tellabs will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9. Stockholders
should read those materials carefully when they become available because
they contain important information, including the various terms and
conditions of the tender offer. Stockholders of the Company may obtain
free copies of these documents, any amendments or supplements thereto
and other documents containing important information about Tellabs, once
such documents are filed with the SEC, through the website maintained by
the SEC at www.sec.gov.
Copyright Business Wire 2013