Sandvine To Be Acquired By Vector Capital For $3.80/share In Cash

(RTTNews) - Sandvine Corp. (SAND.L, SNVNF.PK, SVC.TO) said it has entered into an arrangement agreement with an affiliate of private equity firm Vector Capital for C$3.80 per share.

Under the arrangement agreement, and with support from Sandvine's Board of Directors, an affiliate of Vector Capital, Scalar AcquireCo Corp. will acquire all of the issued and outstanding shares of Sandvine, other than certain shares held by members of management, for C$3.80 in cash per share. The price per share implies an aggregate fully-diluted equity value for Sandvine of about C$483 million.

The cash purchase price represents a 20 percent premium to Sandvine's closing share price of C$3.16 on May 25, 2017. To reinforce Sandvine's senior management team's full commitment to the company's long-term success, Sandvine's CEO, Dave Caputo, together with members of Sandvine's senior management team have agreed to exchange an aggregate of 5.1 million shares for shares of an affiliate of Scalar Acquireco.

Sandvine's Board formed a special committee of independent directors, consisting of Kenneth Taylor, Osama Arafat and Roger Maggs, to negotiate and review the transaction. The company has a 42-day go-shop period to actively solicit superior proposals.

Following the go-shop period, Sandvine will be subject to a non-solicitation covenant, with customary fiduciary out provisions.

The transaction will be implemented by way of a plan of arrangement. The implementation of the Arrangement will be subject to shareholder approval at a special meeting of shareholders of Sandvine, which is expected to be held shortly after the conclusion of the go-shop period.

The transaction will be financed in part through a combination of committed debt and equity financing, subject to the terms of those commitments. The Company has also received from Vector Capital a limited guarantee of certain obligations of Scalar AcquireCo.

Sandvine's Board retained Canaccord Genuity as its exclusive financial advisor.