Polycom has announced that its board of directors has approved the termination of the company’s merger agreement with Mitel Networks Corporation and will enter into a new merger agreement with Triangle Private Holdings I, LLC and Triangle Private Merger Sub, Inc., entities affiliated with Siris Capital Group, LLC.
The new agreement is subject to customary closing conditions, including receipt of stockholder and regulatory approvals, and Mitel receiving its termination fee under the previous merger, which was agreed less than three months ago.
Under the terms of the new merger agreement between Polycom and Siris, outstanding shares of common stock of Polycom will be exchanged for $12.50 per share in cash at the completion of the merger.
On 7 July, 2016, Polycom’s board of directors had received a unilaterally binding offer from Siris to acquire all outstanding shares of Polycom common stock for a price of $12.50 per share in cash and the Polycom board of directors determined that Siris’ proposal constituted a “Company Superior Proposal” under its merger agreement with Mitel. On 7 July, 2016, Mitel Networks Corporation waived its right to renegotiate its merger agreement with Polycom after receipt of notice of the Polycom board’s determination.
In light of the termination of the agreement with Mitel, Polycom is cancelling its special stockholder meeting currently scheduled for 29 July, 2016 to vote on the merger with Mitel.
Morgan Stanley is acting as financial advisor to Polycom, Wilson Sonsini Goodrich & Rosati is acting as external legal advisor to Polycom and Morrison & Foerster LLP is acting as legal advisor to Polycom’s independent directors.