Syniverse Stockholders Approve Merger Agreement with The Carlyle Group
January 12 2011 - 11:00AM
Business Wire
Syniverse Holdings, Inc. (NYSE:SVR), a leading provider of
technology and business solutions for the global telecommunications
industry, today announced that its stockholders have voted to
approve the proposed merger with an affiliate of The Carlyle Group,
a global alternative asset manager, at a special meeting of
stockholders held today. Under terms of the merger agreement
announced Oct. 28, 2010, investment funds affiliated with Carlyle
will acquire all of the outstanding common shares of Syniverse for
$31.00 per share in cash. The transaction is subject to certain
remaining customary closing conditions and is expected to close
this week.
Approximately 99.9% of the shares voting at today’s special
meeting of stockholders voted in favor of the adoption of the
merger, which represented approximately 70.4% of Syniverse’s total
outstanding shares of common stock as of the Dec. 10, 2010
record date voting in favor. A quorum of 70.4% of Syniverse’s total
outstanding shares of common stock as of the Dec. 10, 2010
record date voted at the meeting.
About Syniverse
Syniverse Technologies (NYSE:SVR) makes mobile work for more
than 800 mobile operators, cable and Internet providers, and
enterprises in over 160 countries. With unmatched expertise and
more than 20 years simplifying the complexities of roaming,
messaging and networking, Syniverse serves as the force at the
center of the mobile communications universe, keeping people
connected today and forging new connections for tomorrow. Nobody
knows mobile like Syniverse. For more information, visit
www.syniverse.com, follow Syniverse on Twitter or find Syniverse on
Facebook.
Forward-Looking Statements
We have made forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), in this report. The words “believes,”
“anticipates,” “plans,” “expects,” “intends,” “estimates,” “seeks,”
“may” and similar expressions are intended to identify
forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other factors
that could cause our actual results, performance and achievements,
to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Certain factors that could cause actual events not to
occur as expressed in the forward-looking statement include among
others: the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement;
the outcome of any legal proceedings that have been, or will be,
instituted against the Company related to the merger agreement; the
inability to complete the merger due to the failure to satisfy
other conditions to completion of the merger, including the receipt
of all regulatory approvals related to the merger; the failure to
obtain the necessary financing arrangements set forth in the debt
and equity commitment letters delivered pursuant to the merger
agreement; risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the merger; the impact of the substantial
indebtedness to be incurred to finance the consummation of the
merger; the effects of local and national economic, credit and
capital market conditions on the economy in general, and other
risks and uncertainties described herein, as well as those risks
and uncertainties discussed from time to time in our other reports
and other public filings with the Securities and Exchange
Commission (the “SEC”).
Although we presently believe that the plans, expectations and
results expressed in or suggested by the forward-looking statements
are reasonable, all forward-looking statements are inherently
subjective, uncertain and subject to change, as they involve
substantial risks and uncertainties beyond our control. New factors
emerge from time to time, and it is not possible for us to predict
the nature, or assess the potential impact, of each new factor on
our business. Given these uncertainties, we caution you not to
place undue reliance on these forward-looking statements. We
undertake no obligation to update or revise any of our
forward-looking statements for events or circumstances that arise
after the statement is made, except as otherwise may be required by
law. This list of risks and uncertainties, however, is only a
summary of some of the most important factors and is not intended
to be exhaustive. Additional information regarding risk factors
that may affect us is included under the caption “Risk Factors” in
our Annual Report on Form 10-K for the fiscal year ended December
31, 2009 and subsequently filed quarterly reports on Form 10-Q.
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