Vonage Announces Occurrence of Fundamental Change and Make-Whole Fundamental Change with Respect to its 1.75% Convertible Senior Notes due 2024
July 21 2022 - 8:06AM
Vonage, a global leader in cloud communications helping businesses
accelerate their digital transformation, announced today that each
of its acquisition by Ericsson (Nasdaq: ERIC) and the related
delisting of its common stock from the Nasdaq Global Select Market,
which have occurred effective July 21, 2022 (the
“Effective Date”), constitute a “Fundamental Change” and a
“Make-Whole Fundamental Change” as defined under the indenture
dated June 14, 2019, as supplemented (the “Indenture”),
governing Vonage’s 1.75% Convertible Senior Notes due 2024 (the
“Notes”).
Vonage has designated the Fundamental Change
Repurchase Date (as defined in the Indenture) as August
19, 2022. At any time prior to the close of business on the
business day immediately preceding the Fundamental Change
Repurchase Date, holders of the Notes may elect to require Vonage
to purchase all or any portion of such holder’s Notes at a
repurchase price equal to 100% of the principal amount of the Notes
to be repurchased, plus accrued and unpaid interest to, but
excluding, the Fundamental Change Repurchase Date. In addition,
holders of the Notes have the right to elect to convert their Notes
into an amount of cash equal to $1,343.81 for each $1,000 principal
amount of Notes surrendered for conversion at any time during the
period that begins on, and includes, the Effective Date and ends
on, and includes, the business day immediately preceding the
Fundamental Change Repurchase Date.
This press release does not purport to be
complete and is subject and qualified in its entirety by reference
to the full text of the notice, dated the Effective Date, provided
to holders of the Notes, which provides more detailed information
regarding the procedures for tendering Notes for repurchase or
surrendering Notes for conversion.
About Vonage
Vonage, a global cloud communications leader,
helps businesses accelerate their digital transformation. Vonage's
Communications Platform is fully programmable and allows for the
integration of Video, Voice, Chat, Messaging, AI and Verification
into existing products, workflows and systems. The Vonage
conversational commerce application enables businesses to create
AI-powered omnichannel experiences that boost sales and increase
customer satisfaction. Vonage's fully programmable unified
communications, contact center and conversational commerce
applications are built from the Vonage platform and enable
companies to transform how they communicate and operate from the
office or remotely - providing the flexibility required to create
meaningful engagements.
Vonage is headquartered in New Jersey, with
offices throughout the United States, Europe, Israel and Asia and
is a wholly-owned subsidiary of Ericsson. To follow Vonage on
Twitter, please visit www.twitter.com/vonage. To become a fan on
Facebook, go to facebook.com/vonage. To subscribe on YouTube, visit
youtube.com/vonage.
Media Contact:Jo Ann
Tizzano732-365-1363joann.tizzano@vonage.com
Investor Contact:Monica Gould+1 (212)
871-3927ir@vonage.com
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