Verizon to Enter into Definitive Agreement to Acquire Straight Path Communications for $184.00 Per Share in All Stock Deal; S...
11 Maggio 2017 - 12:45PM
Business Wire
Straight Path Communications Inc. (“Straight Path”) (NYSE
MKT:STRP) announced that it will sign today a definitive merger
agreement under which Verizon Communications Inc. (“Verizon”)
(NASDAQ: VZ) will acquire Straight Path for $184.00 per share
(reflecting an enterprise value of approximately $3.1 billion) in
an all-stock transaction that is intended to qualify as a tax-free
reorganization. Concurrently therewith, Verizon will pay on behalf
of Straight Path a termination fee of $38 million to AT&T. The
transaction has been approved by the boards of directors of both
Straight Path and Verizon.
Straight Path also announced that it will terminate the
previously announced definitive agreement and plan of merger with
AT&T Inc. (“AT&T”) (NYSE: T) and Switchback Merger Sub
Inc., dated as of April 9, 2017 (the “AT&T Merger Agreement”).
As previously announced, the Straight Path board of directors
determined, in good faith, after consultation with its financial
advisors and outside legal advisors, that the transaction with
Verizon constituted a Superior Proposal under the AT&T Merger
Agreement. AT&T informed Straight Path that after much
deliberation, it has determined not to make any new bids or
proposals to Straight Path or to propose any amendments to the
AT&T Merger Agreement.
The acquisition of Straight Path for $184.00 per share
in Verizon stock, implies a premium of 486% to the
closing price of Straight Path common stock of $31.41
on January 11, 2017, the day before Straight Path announced
its FCC settlement and strategic alternatives process, and 404%
premium to the closing stock price of $36.48 on April 7, 2017,
the business day prior to entry into the AT&T Merger Agreement.
Stock consideration received by Straight Path stockholders will be
based on a variable number of Verizon common stock issued at
transaction close to ensure fixed consideration of $184.00 per
share. The companies anticipate a closing within nine months,
subject to FCC review. The transaction is supported by Straight
Path's majority shareholder, Howard Jonas, who has entered into a
voting agreement with Verizon and agreed to vote his Class A shares
(held through a trust) in support of the transaction, subject to
certain limitations.
Evercore served as exclusive financial advisor to Straight Path
and Weil, Gotshal & Manges LLP served as company counsel on
this transaction. Debevoise & Plimpton LLP served as counsel to
Verizon on this transaction.
About Straight Path Communications Inc.
Straight Path (NYSE MKT: STRP) holds an extensive portfolio of
39 GHz and 28 GHz wireless spectrum licenses. Straight Path is
developing next generation wireless technology through its Straight
Path Ventures subsidiary. Straight Path holds licenses and conducts
other business related to certain patents through its Straight Path
IP Group subsidiary. Additional information is available on
Straight Path's websites.
Corporate: www.straightpath.com.
Spectrum: www.straightpath39.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
Straight Path plans to file with the SEC and mail to its
stockholders a Proxy Statement/Prospectus in connection with the
proposed transaction. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN
IMPORTANT INFORMATION ABOUT VERIZON, STRAIGHT PATH, THE PROPOSED
TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY
BECOME AVAILABLE. Investors and security holders will be able to
obtain free copies of the Proxy Statement/Prospectus and the other
documents filed with the SEC by Straight Path through the web site
maintained by the SEC at www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of the Proxy
Statement/Prospectus by phone, e-mail or written request by
contacting the investor relations department of Straight Path at
the following:
Straight Path Communications Inc.
Address: 5300 Hickory Park Dr., Suite 218 Glen
Allen, VA 23059 Attention: Investor Relations
Phone: 804-433-1523 E-mail:
yonatan.cantor@straightpath.com
PARTICIPANTS IN THE SOLICITATION
Straight Path and its directors and executive officers may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transactions contemplated by the Verizon merger
agreement. Information regarding Straight Path’s directors and
executive officers is contained in Straight Path’s Form 10-K for
the year ended July 31, 2016 and its proxy statement dated November
22, 2016, which are filed with the SEC. A more complete description
will be available in the Proxy Statement/Prospectus.
Safe Harbor
In this press release, all statements that are not purely about
historical facts, including, but not limited to, those in which we
use the words "believe," "anticipate," "expect," "plan," "intend,"
"estimate, "target" and similar expressions, are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. While these forward-looking statements
represent our current judgment of what may happen in the future,
actual results may differ materially from the results expressed or
implied by these statements due to numerous important factors,
including, but not limited to, those described in our Annual Report
on Form 10-K for the fiscal year ended July 31, 2016 and our other
periodic filings with the SEC (under the headings "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition
and Results of Operations"). We are under no obligation, and
expressly disclaim any obligation, to update the forward-looking
statements in this press release, whether as a result of new
information, future events or otherwise.
No Offer or Solicitation
This document does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20170511005569/en/
Straight PathYonatan Cantor,
804-433-1523yonatan.cantor@straightpath.com
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