NAPERVILLE, Ill., Oct. 21, 2013 /PRNewswire/ -- Tellabs
(NASDAQ: TLAB) today announced that it has entered into a
definitive merger agreement with entities affiliated with Marlin
Equity Partners ("Marlin"), which provides that Marlin
entities will acquire all of the outstanding shares
of Tellabs for $2.45 per share
in cash.
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 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 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.
The Tellabs Board of Directors has unanimously approved the
transaction. In addition, Michael J.
Birck, Tellabs's co-founder and second-largest stockholder,
has communicated to Tellabs that he supports the transaction.
"This transaction will deliver to Tellabs stockholders certainty
of value and liquidity, immediately upon closing," said
Vince Tobkin, Tellabs chairman.
"Tellabs' Board of Directors arrived at the decision to enter into
a transaction with Marlin after a thorough review of Tellabs'
strategic alternatives and after more than 30 potential buyers,
both strategic parties and financial sponsors, were contacted as
part of a competitive bidding process.
"This move begins an exciting new chapter for Tellabs, our
customers, partners and employees. We believe the transaction will
enable us to invest in key technologies for future products, and
become even more competitive as we help our customers succeed,"
Tobkin added.
Lead activist Dialectic Capital Management said, "We are pleased
that the Board has evaluated all alternatives and are choosing what
they feel is the best option for all stakeholders."
"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, 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."
Goldman, Sachs & Co. is acting as financial advisor, and
Sidley Austin LLP is acting as legal counsel, to Tellabs. Credit
Suisse and Evercore are acting as financial advisors and
Schulte Roth & Zabel LLP is
acting as legal counsel to Marlin.
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 Equity 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 Equity, through its group of funds and related
companies, has successfully completed over 65 acquisitions. The
firm is headquartered in Los Angeles,
California with an additional office in London. For more information, please visit
www.marlinequity.com
About Tellabs – Tellabs innovations advance smart
networks and help its customers succeed. That's why 80% of the top
global communications service providers and 40 of the Fortune 100
companies choose its mobile backhaul, packet optical, Optical LAN
and services solutions. Tellabs helps them get ahead by adding
revenue, reducing expenses and optimizing networks.
Tellabs (Nasdaq: TLAB) is part of the Ocean Tomo 300™ Patent
Index and several corporate responsibility indexes including the
Maplecroft Climate Innovation Index, FTSE4Good and eight FTSE KLD
indexes. www.tellabs.com
Forward-Looking Statements — This news release contains
forward-looking statements with respect to the tender offer and the
second-step merger (together, the "transaction"), including the
benefits expected from the transaction and the expected timing of
the completion of the transaction. These forward-looking
statements generally can be identified by the words "will,"
"expects," "believes" and words or phrases of similar import. These
statements are subject to risks and uncertainties that could cause
actual results and events to differ materially from those
anticipated, including, without limitation, risks and uncertainties
associated with: the satisfaction of the conditions precedent
to the consummation of the transaction, including the tender of a
sufficient number of shares by Tellabs' stockholders and the
termination or expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, as amended;
unanticipated difficulties or expenditures relating to the
transaction; legal proceedings that may be instituted against
Tellabs and others following announcement of the transaction;
disruptions of current plans and operations caused by the
announcement and pendency of the transaction; potential
difficulties in employee retention as a result of the announcement
and pendency of the transaction; the response of customers and
competitors to the announcement of the transaction; and other
factors described in Tellabs' Annual Report on Form 10-K for the
year ended Dec. 28, 2012, under the
caption "Risk Factors." Investors are advised not to rely on
forward-looking statements. All forward-looking statements in
this news release are made as of the date hereof, and Tellabs
undertakes no obligation to revise or update these forward-looking
statements to reflect changed assumptions, the occurrence of
anticipated or unanticipated events, new information, changes to
circumstances or otherwise, except as required by law.
Important Additional Information — This news release is
not a recommendation, an offer to purchase or a solicitation of an
offer to sell shares of Tellabs' common stock. Blackhawk
Merger Sub Inc. has not commenced the tender offer for shares of
Tellabs' 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. BEFORE MAKING ANY INVESTMENT
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
MATERIALS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders 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. Copies of the
solicitation/recommendation statement and other documents filed
with the SEC by Tellabs will be available free of charge on
Tellabs' website at http://www.tellabs.com under the heading "SEC
Filings" in the "Investors" portion of Tellabs' website.
Tellabs is a trademark of Tellabs or its affiliates in the United States and/or other countries. Any
other company or product names mentioned herein may be trademarks
of their respective companies.
SOURCE Tellabs