Wasserstein & Co. to Acquire Globecomm Systems Inc.
26 August 2013
Globecomm Systems Inc. announced today that an affiliate
of Wasserstein & Co. has entered into a definitive agreement
to acquire Globecomm for $14.15 per share in cash. The
purchase price represents a premium of 21.9% over the
closing price on January 14, 2013, the day on which
Globecomm announced that it had retained Needham & Company
to assist it in a review of potential strategic alternatives
to enhance shareholder value. The transaction is valued at
approximately $340 million.
"We believe that this transaction
is in the best interest of our shareholders, customers, partners
and employees. Wasserstein & Co. has a proven track record of
helping companies build on their success," said David Hershberg,
Chairman and CEO of Globecomm.
"Globecomm is a leader in developing and managing complex
communications solutions with a strong track record of growth
and innovative engineering that leverages its global
communications network," commented Anup Bagaria, Co-Managing
Partner of Wasserstein & Co. "Globecomm has also made successful
investments in new product development that we believe will
drive future growth in both the Company's existing and new
markets."
Management’s Current Expectations for the Fiscal Year Ended
June 30, 2013
Based on preliminary financial results, Globecomm currently
expects the following financial results for the fiscal year
ended June 30, 2013:
• Consolidated revenues to be approximately $319.6 million.
• Services segment revenues to be approximately $199.1
million.
• GAAP diluted net income per common share to be
approximately $0.66.
• Adjusted EBITDA to be approximately $38.4 million.
The Transaction
The transaction was unanimously approved by Globecomm’s Board
of Directors and is expected to be completed in the fourth
calendar quarter of 2013. The merger is subject to antitrust
clearance and other governmental approvals, Globecomm
stockholder approval, the satisfaction of certain financial
conditions and other conditions. The transaction is expected to
be financed through a combination of cash provided by
Wasserstein & Co. affiliates and other co-investors, as well as
debt financing. Highbridge Principal Strategies, LLC, on behalf
of its affiliates, has entered into a commitment letter for the
debt financing, subject to the terms thereof.
Needham & Company is serving as exclusive financial advisor
to Globecomm. Kramer Levin Naftalis & Frankel LLP is acting as
Globecomm’s legal counsel, and Jones Day is acting as legal
advisor to Wasserstein & Co. U.S. Space LLC advised Wasserstein
& Co. with respect to industry matters.
