Boingo Shareholders to Receive $14.00 per share
in Cash Transaction Valued at Approximately $854 Million
Leading Digital Infrastructure Investment Firm,
Digital Colony, Uniquely Positioned to Continue Investing in
Boingo’s Diverse Network
Boingo to Become a Privately Held Company Upon
Completion of Transaction
Boingo Wireless, Inc. (“Boingo” or “the Company”) (NASDAQ:
WIFI), the leading distributed antenna system (“DAS”) and Wi-Fi
provider that serves carriers, consumers, property owners and
advertisers worldwide, announced today that it has entered into a
definitive agreement and plan of merger to be acquired by an
affiliate of Digital Colony Management, LLC (“Digital Colony”).
Upon completion of the transaction, Boingo will transition from a
public company to a privately held company.
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Under the terms of the agreement, which has been unanimously
approved by Boingo’s Board of Directors, Digital Colony will
acquire all the outstanding shares of Boingo common stock for
$14.00 per share in cash through a merger, in a transaction valued
at approximately $854 million, including the assumption of $199
million of Boingo’s net debt obligations. The acquisition price
represents a 23% premium to Boingo’s closing price of $11.40 on
February 26, 2021.
“We are pleased to have reached this agreement with Digital
Colony, which will deliver significant and immediate value to
Boingo’s stockholders and concludes a robust strategic review
process undertaken by Boingo over the past year,” said Mike Finley,
Chief Executive Officer of Boingo Wireless. “We believe Digital
Colony’s expertise owning and operating digital infrastructure
businesses, combined with its relationships, resources and access
to long-term, private capital markets, will provide greater
flexibility for Boingo to continue advancing its business
strategy.”
Warren Roll, Managing Director of Digital Colony, added, “Boingo
is a leader in indoor wireless infrastructure, operating networks
that serve a large and growing addressable market. We look forward
to working with the experienced Boingo team as they continue to
develop and deploy reliable networks serving their diverse set of
high-quality customers.”
The transaction, which is subject to the receipt of Boingo
shareholder approval, regulatory approvals and other customary
closing conditions, is expected to close in the second quarter of
2021.
TAP Advisors is serving as exclusive financial advisor and
provided a fairness opinion to Boingo’s Board of Directors in
connection with the transaction and Gunderson Dettmer is serving as
legal counsel. Credit Suisse is acting as lead financial advisor
and Truist Securities Inc. is acting as co-financial advisor to
Digital Colony in connection with the transaction. Debt financing
for the transaction is being led by Truist Securities Inc. along
with Joint Lead Arrangers and Joint Bookrunners TD Securities and
CIT. Simpson Thacher is serving as legal advisor to Digital
Colony.
For further information regarding all terms and conditions
contained in the definitive agreement, please see the Form 8-K the
Company will file with the SEC in connection with this
transaction.
Full Year 2020 Financial Results
In connection with the proposed transaction, Boingo has canceled
its conference call to discuss the Company’s full year 2020
results, previously scheduled for March 1, 2021 at 4:30 PM Eastern
Time. The Company expects to file its Annual Report on Form 10-K
for the year ended December 31, 2020 on March 1, 2021.
About Boingo Wireless
Boingo Wireless, Inc. (NASDAQ: WIFI) helps the world stay
connected. Our vast footprint of DAS, Wi-Fi and small cells reaches
more than a billion people annually, making Boingo one of the
largest providers of indoor wireless networks. You’ll find Boingo
connecting people and things at airports, stadiums, military bases,
convention centers, multifamily communities, and commercial
properties. To learn more about the Boingo story, visit
www.boingo.com.
About Digital Colony
Digital Colony is a leading digital infrastructure investment
firm with over US$30 billion in assets under management. Launched
in 2017 by Digital Bridge and Colony Capital, Digital Colony brings
together Digital Bridge’s industry, operational and investment
expertise, and Colony Capital’s (NYSE: CLNY) global operating
platform and capital markets access. Digital Colony is a leading
investor, owner and operator enabling the next generation of mobile
and internet connectivity through investments in mission-critical
infrastructure around the globe. The firm is headquartered in Boca
Raton with offices in New York, Los Angeles, London and Singapore,
and has over 90 investment and operating professionals. For more
information, please visit www.digitalcolony.com.
Additional Information and Where to Find It
In connection with the transaction, the Company intends to file
relevant materials with the SEC, including a preliminary proxy
statement on Schedule 14A. Promptly after filing its definitive
proxy statement with the SEC, the Company will mail the proxy
materials to each stockholder entitled to vote at the special
meeting relating to the transaction. This communication is not a
substitute for the proxy statement or any other document that the
Company may file with the SEC or send to its stockholders in
connection with the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED
TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE TRANSACTION. The definitive proxy
statement, the preliminary proxy statement and other relevant
materials in connection with the transaction (when they become
available), and any other documents filed by the Company with the
SEC, may be obtained free of charge at the SEC’s website
(http://www.sec.gov) or at the Company’s website
(https://investors.boingo.com/financials/sec-filings/default.aspx)
or by writing to the Company’s Secretary at 10960 Wilshire Blvd.,
23rd Floor, Los Angeles, California 90024.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company’s stockholders with respect to the transaction. Information
about the Company’s directors and executive officers and their
ownership of the Company’s common stock is set forth in the proxy
statement on Schedule 14A filed with the SEC on April 21, 2020.
Information regarding the identity of the potential participants,
and their direct or indirect interests in the transaction, by
security holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with SEC in connection
with the transaction.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains "forward-looking statements" that
involves risks, uncertainties and assumptions. Forward-looking
statements can be identified by words such as "anticipates,"
"intends," "plans," "seeks," "believes," "estimates," "expects" and
similar references to future periods. These forward-looking
statements include, without limitation, the statements made
concerning the Company’s intent to consummate the transaction.
Forward-looking statements are based on the Company's current
expectations and assumptions regarding its business, the economy
and other future conditions. Since forward-looking statements
relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict.
The Company's actual results may differ materially from those
contemplated by the forward-looking statements. Among others, the
following uncertainties and other factors could cause actual
results to differ from those set forth in the forward-looking
statements: (i) the risk that the transaction may not be
consummated in a timely manner, if at all; (ii) the risk that the
transaction may not be consummated as a result of buyer’s failure
to comply with its covenants and that, in certain circumstances,
the Company may not be entitled to a termination fee; (iii) the
risk that the definitive merger agreement may be terminated in
circumstances that require the Company to pay a termination fee;
(iv) risks related to the diversion of management’s attention from
the Company’s ongoing business operations; (v) risks regarding the
failure of the buyer to obtain the necessary financing to complete
the transaction; (vi) the effect of the announcement of the
transaction on the Company’s business relationships (including,
without limitation, customers and venues), operating results and
business generally; and (vii) risks related to obtaining the
requisite consents to the transaction, including, without
limitation, the timing (including possible delays) and receipt of
regulatory approvals from governmental entities (including any
conditions, limitations or restrictions placed on these approvals)
and the risk that one or more governmental entities may deny
approval. Further risks that could cause actual results to differ
materially from those matters expressed in or implied by such
forward-looking statements are described in the Company’s SEC
reports, including but not limited to the risks described in the
Company’s Annual Report on Forms 10-K for its fiscal year ended
December 31, 2020 to be filed with the SEC on March 1, 2021. The
Company assumes no obligation and does not intend to update these
forward-looking statements. Factors or events that could cause the
Company's actual results to differ may emerge from time to time,
and it is not possible for the Company to predict all of them. The
Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
law.
Boingo, Boingo Wi-Finder, Boingo Broadband, and the Boingo
Wireless Logo are registered trademarks of Boingo Wireless, Inc.
All other trademarks are the properties of their respective
owners.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210301005329/en/
For Boingo: Media: Melissa Robinson
Vice President, Marketing & Communications mrobinson@boingo.com
(818) 321-7234
Investors: Kimberly Orlando / Ariel Papermaster ADDO Investor
Relations investors@boingo.com (310) 829-5400
For Digital Colony: Jon Keehner /
Julie Hamilton Joele Frank, Wilkinson Brimmer Katcher (212)
355-4449
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