Goodman Networks
Incorporated, a privately held leader in the design, engineering, deployment,
integration and maintenance of wireless telecommunication networks, and
Multiband Corporation, MBND, a leading Home Service Provider (HSP)
for DIRECTV and the nation's largest DIRECTV Master System Operator (MSO) for
Multiple Dwelling Units (MDU's), today jointly announced that they have signed
a definitive merger agreement, pursuant to which Goodman Networks will acquire
Multiband.
Under the terms of the agreement, Goodman Networks will pay $3.25 per
Multiband common share, redeem all of Multiband's outstanding preferred stock
and repay Multiband's outstanding bank indebtedness in an all cash transaction
totaling approximately $116 million. This represents a premium of
approximately 26.0% over the closing price of Multiband's common stock on May
21, 2013 and a premium of approximately 47.6% over Multiband's average
closing price during the 90 days ended on May 21, 2013. The agreement was
approved by the unanimous vote of each of Goodman Networks' and Multiband's
directors.
Multiband said that its Board of Directors has evaluated a number of
alternatives for the company and believes that Multiband's acquisition by
Goodman Networks is in the best interest of Multiband's shareholders. Goodman
Networks believes that the addition of Multiband is complementary to Goodman
Networks and will provide significant value to customers, investors and
employees of both companies.
The transaction, which is expected to close in the third quarter of 2013, is
subject to the approval of Multiband's shareholders, regulatory approvals and
other customary closing conditions. There is no financing condition
associated with the proposed acquisition. Upon the close of the acquisition,
Multiband will be operated as a wholly-owned subsidiary of Goodman Networks
and continue under Jim Mandel's leadership in the role of Chief Executive
Officer of Multiband.
Under the terms of the agreement, for a period of 45 calendar days, Multiband
may solicit alternative proposals from third parties. Multiband does not
anticipate that it will disclose any developments with regard to this process
unless and until the Multiband Board of Directors makes a decision with
respect to any potential superior proposal. There are no guarantees that this
process will result in a superior proposal. If Multiband proceeds with a
superior proposal, it would be required to pay Goodman Networks a breakup fee
of $5 million to $6 million, depending on timing.
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