Searchlight Capital’s $2 Billion acquisition of Mitel

Jefferies LLC is serving as financial advisor to Mitel. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Osler, Hoskin & Harcourt LLP are serving as legal advisors to Mitel. National Bank Financial Inc. is serving as independent financial advisor to the Mitel Board of Directors and provided a fairness opinion to the Mitel Board of Directors on a fixed fee basis. Evercore is serving as lead financial advisor to Searchlight. Wachtell, Lipton, Rosen & Katz and Goodmans LLP are serving as legal advisors to Searchlight. Credit Suisse, BMO Capital Markets and TD Securities Inc. have provided committed debt financing to an affiliate of Searchlight for the transaction and are also providing financial advisory services to Searchlight.

Mitel® (Nasdaq:MITL) (TSX:MNW) has signed a definitive arrangement agreement to be acquired by an investor group led by affiliates of Searchlight Capital Partners, L.P. in an all-cash transaction valued at approximately $2.0 billion, including Mitel’s net debt. Under the terms of the agreement, to be completed pursuant to a plan of arrangement, upon completion Mitel shareholders will receive $11.15 per common share in cash. This exceeds Mitel’s 52-week and last three-year-high price and represents a premium of approximately 24% to the 90-calendar-day volume-weighted average price of Mitel common shares through April 23, 2018. Upon completion of the transaction, Mitel will become a privately held company, which is expected to provide the company with additional flexibility to accelerate its move-to-the-cloud strategy.

The Mitel Board of Directors has unanimously determined that the transaction is in the best interests of Mitel and fair to Mitel shareholders, and will recommend that Mitel shareholders approve the arrangement.

Terry Matthews, Mitel Co-founder and Chairman, said, “Mitel has succeeded for 45 years because of persistent innovation and relentless focus on delivering shareholder value. Our Board determined that this transaction, upon closing, will deliver immediate, significant and certain cash value to our shareholders. It also affirms the tremendous value and market leadership of Mitel. We believe this transaction will provide Mitel with additional flexibility as a private company to pursue the company’s move-to-the-cloud strategy.”

Searchlight, a leading private investment firm with investments in North America and Europe, seeks out partnerships for its funds with leading corporations and businesses in which their capital and strategic support can enhance value.

The arrangement is not subject to a financing condition. The transaction is expected to close during the second half of 2018, subject to customary closing conditions, including receipt of shareholder, regulatory and court approvals. The arrangement agreement includes a 45-day “go-shop” period, which permits Mitel’s Board of Directors and advisors to actively solicit, evaluate and potentially enter into negotiations with parties that make alternative acquisition proposals through June 7, 2018. There can be no assurance that this process will result in a superior offer. Mitel does not intend to disclose developments with respect to the solicitation process unless and until the Board of Directors makes a determination requiring further disclosure.

Mitel Networks Corp., is a provider of communications solutions for organizations. The company, led by Richard D McBee, Steven E Spooner and Jamshid Rezaei, in 2017 recorded $1.059 Million Revenues.

Paul, Weiss advised Mitel Networks Corporation with a team including Ross Fieldston (Picture), Adam Givertz, Brian Kim, Stephen Centa, Austin Witt; intellectual property counsel Jonathan Ashtor; litigation partner Andrew Gordon; tax partner Scott Sontag and counsel Alyssa Wolpin; employee benefits partner Andrew Gaines; and antitrust counsel Marta Kelly.

 

Involved fees earner: Ross Fieldston – Paul Weiss Rifkind Wharton & Garrison; Adam Givertz – Paul Weiss Rifkind Wharton & Garrison; Stephen Centa – Paul Weiss Rifkind Wharton & Garrison; Brian Kim – Paul Weiss Rifkind Wharton & Garrison; Austin Witt – Paul Weiss Rifkind Wharton & Garrison; Jonathan Ashtor – Paul Weiss Rifkind Wharton & Garrison; Andrew Gordon – Paul Weiss Rifkind Wharton & Garrison; Scott Sontag – Paul Weiss Rifkind Wharton & Garrison; Alyssa Wolpin – Paul Weiss Rifkind Wharton & Garrison; Andrew Gaines – Paul Weiss Rifkind Wharton & Garrison; Marta Kelly – Paul Weiss Rifkind Wharton & Garrison;

Law Firms: Paul Weiss Rifkind Wharton & Garrison;

Clients: Mitel Networks Corporation;