Plantronics’ $2 Billion Acquisition of Polycom

Wells Fargo Securities is acting as lead financial advisor to Plantronics and Foley & Lardner LLP is serving as legal advisor. Morgan Stanley & Co. LLC is also serving as a financial advisor to Plantronics. Moelis & Company LLC and Macquarie Capital are acting as financial advisors to Polycom, along with Sidley Austin LLP who served as legal advisor.

Plantronics (NYSE:PLT) and Polycom have entered into a definitive agreement under which Plantronics will acquire Polycom in a cash and stock transaction valued at $2.0 billion enterprise value. The transaction has been unanimously approved by the boards of directors of both companies, is subject to regulatory approvals and other customary closing conditions, and is expected to close by the end of the third calendar quarter of 2018.

Polycom is privately held and has been an innovator in personal collaboration, group collaboration, and services (including customer care, managed and professional services, and cloud services for interoperability, management, and analytics). For CY2017, Polycom had GAAP revenue of $1.1 billion, Non-GAAP gross margin of 56.6%, Non-GAAP operating income of $183.1 million and Non-GAAP operating margin of 16.0%.

Under terms of the definitive agreement, Plantronics will acquire Polycom for $2.0 billion enterprise value consisting of an estimated $690 million of net debt and an estimated $948 million in cash and 6.352 million Plantronics shares, valued at $362 million based on the 20 trading day average closing price of Plantronics stock prior to signing, resulting in Polycom shareholders owning approximately 16.0% of the combined company. Estimated amounts are subject to customary post-closing adjustments per the definitive agreement. Frank Baker, Founder and Managing Partner, Siris Capital, and Daniel Moloney, Executive Partner, Siris Capital, will join Plantronics Board of Directors.

Sidley is advising Siris Capital and Polycom with a team led by Dan Clivner and Vijay Sekhon.

 

Involved fees earner: Dan Clivner – Sidley Austin LLP; Vijay Sekhon – Sidley Austin LLP;

Law Firms: Sidley Austin LLP;

Clients: Siris Capital Group, LLC.; Polycom;

 

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Author: Ambrogio Visconti