Airvana, Inc. (NASDAQ: AIRV), a leading provider of mobile broadband network infrastructure products, today announced that it has entered into a definitive agreement with a newly formed company to be owned by affiliates of S.A.C. Private Capital Group, LLC, GSO Capital Partners LP, Sankaty Advisors LLC and ZelnickMedia, in a transaction valued at approximately $530 million.
Chelmsford, MA, December 18, 2009 — Airvana, Inc. (NASDAQ: AIRV), a leading provider of mobile broadband network infrastructure products, today announced that it has entered into a definitive agreement with a newly formed company to be owned by affiliates of S.A.C. Private Capital Group, LLC, GSO Capital Partners LP, Sankaty Advisors LLC and ZelnickMedia, in a transaction valued at approximately $530 million.
Under the terms of the agreement, at closing, each share of Airvana common stock will be exchanged for $7.65 cash, representing a premium of approximately 23% over the closing share price on December 17, 2009. Certain members of management of Airvana, including Randy Battat, President and CEO, and founders Vedat Eyuboglu and Sanjeev Verma, will exchange a portion of their shares for an equity interest in the acquirer. Merle Gilmore, former President of Motorola’s Communications Enterprise, will serve as Chairman of the Company following the closing.
“As we transition to a private company, Airvana will continue to focus on its two major mobile broadband product lines, EV-DO software and femtocells,” Battat said. “Our customers should expect the same great products delivered by the same great team.”
“We are enormously excited about the opportunity to work with such a strong management team and talented group of employees to build on Airvana’s impressive track record,” said Gilmore.
72 Mobile Holdings, LLC, the entity formed to acquire Airvana, Inc., has secured committed financing, consisting of a combination of equity to be provided by the investor group and debt financing led by GSO Capital Partners LP on behalf of funds managed by it and its affiliates. There is no financing condition to the obligation of the investor group to consummate the transaction.
The transaction was unanimously approved on December 17, 2009 by Airvana’s Board of Directors (other than Mr. Battat and Mr. Verma, who abstained) and by a Special Committee of independent directors. The Special Committee, which did not include any member of management, was established to undertake a review of Airvana’s strategic alternatives.
Completion of the transaction is subject to approval of Airvana shareholders, regulatory approvals and other closing conditions and is expected to occur by the end of the first quarter of 2010.
Goldman, Sachs & Co. is acting as financial advisor, and Ropes & Gray LLP is acting as legal counsel, to Airvana’s Special Committee. WilmerHale LLP is acting as Airvana’s legal counsel. Perella Weinberg Partners is serving as financial advisor, and Simpson Thacher & Bartlett LLP is serving as legal counsel, to the acquirer.
Airvana, Inc. will host a conference call at 10:00 a.m. ET today to discuss the transaction. The conference call will be webcast live on the Internet and can be accessed on the Investor Relations section of the company’s website, www.airvana.com. The conference call can also be accessed by dialing (877) 407-5790 or (201) 689-8328. A replay of the webcast will be archived on Airvana’s website.
Airvana helps operators transform the mobile experience for users worldwide. Airvana, Inc.’s high-performance technology and products, from comprehensive femtocell solutions to core mobile network infrastructure, enable operators to deliver compelling and consistent broadband services to mobile subscribers, wherever they are. Airvana, Inc.’s products are deployed in over 70 commercial networks on six continents. Airvana, Inc. is headquartered in Chelmsford, Mass., USA, with offices worldwide. For more information, please visit www.airvana.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Airvana, Inc. plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the transaction. The Proxy Statement will contain important information about Airvana, Inc., 72 Mobile Investors, LLC, the merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available.
Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by 72 Mobile Investors, LLC and Airvana, Inc. 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 from Airvana, Inc. by contacting Investor Relations at (978) 250-3000.
Airvana, Inc., its directors and executive officers may be deemed to be participants in the solicitation of proxies from Airvana, Inc.’s stockholders with respect to the transactions contemplated by the merger agreement. Information regarding Airvana, Inc.’s directors and executive officers is contained in Airvana, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2008 and its proxy statement dated April 21, 2009, which are filed with the SEC. As of December 11, 2009, Airvana, Inc.’s directors and executive officers beneficially owned approximately 35,096,231 shares, or 56%, of Airvana, Inc.’s common stock. A more complete description will be available in the Proxy Statement.
Why did you decide to sell the Company? Why now?
This transaction represents a substantial premium for Airvana shareholders. The transaction will provide the Company with additional flexibility to focus on its long-term strategic initiatives. As providers of cutting-edge 3G technology to many of the world’s leading wireless providers, it is important that we invest in our technologies to continue to provide the services to which our customers have grown accustomed.
Will Airvana’s strategy change as a result of this acquisition? What are the investor group’s plans for the Company?
Our strategy will largely remain the same, but this transaction will enable the Company to focus on long-term strategic initiatives.
When will the acquisition close?
The acquisition is expected to close during the first quarter of 2010; however, the close date is subject to customary closing conditions, shareholder approval, and regulatory review.
Will the current senior management be staying on? Will there be changes to the day-to-day operations of the Company?
The entire management team will continue to serve in their current capacities. Merle Gilmore, former head of Communications Enterprises at Motorola, will serve as Chairman. There will be no changes in our daily operations.
Will you sell off any of Airvana’s assets?
There are no plans to divest assets at this time.
Did the Special Committee consider other strategic alternatives for the Company?
The Special Committee believes that this transaction represents fair value for the Company and is in the best interest of its shareholders.
Is there a breakup fee on this transaction?
Our SEC filings will describe all relevant terms of the transaction.
Do you expect all of the major shareholders to vote for the transaction?
A Special Committee of our Board and our Board have recommended the transaction to our stockholders.
What does this transaction mean for me?
From a customer standpoint, nothing will change. Airvana will continue to operate business-as-usual through the close of the transaction and beyond. We will continue to provide you with the highest quality products and services through this entire process.
Will my point-of-contact at Airvana change?
No, your point-of-contact will remain the same. Airvana will continue to operate business-as-usual through the close of the transaction and beyond.
Will my contract with Airvana change?
No, all of Airvana’s contracts will be honored. Airvana will continue to operate business-as-usual through the close of the transaction and beyond.
Where can I get more information or who can answer questions I may have?
If you have additional questions, please feel free to contact your Airvana sales or customer service representative.
What does this announcement mean for us?
We do not anticipate any major changes to our global operations and will continue to operate business-as-usual. The Company’s headquarters will remain in Chelmsford following the close of the transaction and we do not anticipate any headcount reductions.
As we refine our strategy going forward, we will keep you closely informed. This is an important milestone for Airvana that opens an exciting new chapter in our corporate history and we are excited about our future prospects.
Will there be layoffs?
No, it is not anticipated that there will be any headcount reductions related to this transaction.
What will happen to the Company’s headquarters?
Following the close of the transaction, the Company’s headquarters will remain in Chelmsford.
How will this affect our salary, bonuses and benefits?
We do not anticipate making any major changes to employee compensation at this time.
Where can I get more information or who can answer questions I may have?
If you have additional questions, please feel free to contact your Airvana manager.