Telular Corporation and Avista Capital Partners Announce Entry Into Memorandums of Understanding, Waiver of Funding Condition a
14 Juin 2013 - 11:14PM
Telular Corporation (Nasdaq:WRLS) ("Telular") and Avista Capital
Partners today jointly announced that they have entered into
Memorandums of Understanding outlining the terms of the parties'
agreement in principle to settle certain litigations pending before
the Chancery Division of the Circuit Court of Cook County,
Illinois, in connection with the previously announced tender offer
to acquire all of the outstanding shares of common stock of Telular
for $12.61 per share, net to the seller in cash without interest
and less any applicable withholding taxes thereon (the "Offer").
The terms of the proposed settlement are subject to approval of the
Illinois Circuit Court. Telular and the other defendants entered
into the Memorandums of Understanding solely to avoid the costs,
risks and uncertainties inherent in litigation and the Memorandums
of Understanding contain no admission of liability or wrongdoing.
Telular will file today with the SEC an amendment to its
Solicitation/Recommendation Statement on Schedule 14D-9 that will
set forth revised disclosures agreed to pursuant to the Memorandums
of Understanding.
Avista Capital Partners today also announced that ACP Tower
Holdings, LLC ("Parent") and ACP Tower Merger Sub, Inc.
("Purchaser") waived the "Funding Condition" to the Offer (as
described in the Offer to Purchase) and that, in order to provide
stockholders with time to review the revised disclosures agreed to
pursuant to the Memorandums of Understanding, Purchaser has
extended the expiration of the Offer until 10:00 a.m. (New York
City time) on Monday, June 24, 2013, unless further extended or
earlier terminated. The Offer was previously scheduled to expire at
12:00 midnight (New York City time) at the end of the day on
Friday, June 14, 2013. All other terms and conditions of the Offer
remain unchanged, including, without limitation, the tender of at
least two-thirds of the outstanding shares of common stock of
Telular.
As previously disclosed, on June 12, 2013, the Federal
Communications Commission (the "FCC") released public notice of its
grant of approval for the transfer of control to Parent of any
authorization(s) issued by the FCC to Telular or its subsidiaries
and early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to
the Offer was granted effective as of May 17, 2013. As a result,
all regulatory conditions to the Offer have been satisfied.
Continental Stock Transfer & Trust Company, the depository
for the Offer, has advised that, as of the close of business on
Friday, June 14, 2013, approximately 10,252,389 shares of common
stock of Telular (including 73,636 shares subject to notices of
guaranteed delivery) were validly tendered and not validly
withdrawn from the Offer, representing approximately 59% of the
outstanding shares.
The Offer is being made in connection with the Agreement and
Plan of Merger, dated as of April 29, 2013, among Telular,
Purchaser and Parent. Purchaser and Parent are controlled by Avista
Capital Partners. The Board of Directors of Telular has unanimously
approved the proposed acquisition by Avista Capital Partners and
recommends that Telular stockholders tender their shares in the
Offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related material are available free of charge from Morrow &
Co., LLC, the information agent for the Offer, toll-free at (800)
607-0088 or (203) 658-9400.
About Telular Corporation
Telular Corporation (Nasdaq:WRLS) provides remote
monitoring and asset tracking solutions for business and
residential customers, enabling security systems and industrial
applications to exchange actionable information wirelessly,
typically through cellular and satellite technology. With over 25
years of experience in the wireless industry, Telular Corporation
has developed solutions to deliver remote access for voice and data
without significant network investment. Headquartered in Chicago,
Telular Corporation has additional offices in Atlanta, Washington,
D.C., and Miami. For more information, please visit
www.telular.com.
About Avista Capital Partners
Avista Capital Partners is a leading private equity firm with
over $5 billion under management and offices in New York, Houston
and London. Founded in 2005, Avista's strategy is to make
controlling or influential minority investments in growth-oriented
energy, healthcare, communications & media, industrials, and
consumer businesses. Through its team of seasoned investment
professionals and industry experts, Avista seeks to partner with
exceptional management teams to invest in and add value to
well-positioned businesses.
Additional Information About the Tender
Offer
The tender offer described in this press release
has commenced, but this press release and the description contained
herein is neither an offer to purchase nor a solicitation of an
offer to sell shares of Telular. Purchaser filed on May 10, 2013 a
tender offer statement on Schedule TO with the SEC and Telular
filed on May 10, 2013 a solicitation/recommendation on Schedule
14D-9 with respect to the tender offer. The offer to purchase
shares of Telular common stock will only be made pursuant to the
offer to purchase, the letter of transmittal and related documents
filed with such Schedule TO. The tender offer statement (including
an offer to purchase, a related letter of transmittal and other
offer documents) and the solicitation/recommendation statement, as
each may be amended from time to time, contain important
information that should be read carefully by Telular's stockholders
before any decision is made with respect to the tender offer. These
materials were sent free of charge to all of Telular's
stockholders. The tender offer statement and the
solicitation/recommendation statement (and all other documents
filed with the SEC) re available at no charge on the SEC's website:
www.sec.gov.
TELULAR STOCKHOLDERS ARE ADVISED TO READ THE
SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BEFORE THEY MAKE ANY DECISION WITH RESPECT TO
THE TENDER OFFER, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
CONTACT: Investor Contact:
The Blueshirt Group
Brinlea Johnson or Allise Furlani
brinlea@blueshirtgroup.com or allise@blueshirtgroup.com
(212) 331-8424 or (212) 331-8433
Media Contact:
Pam Benke
Telular Corporation
pbenke@telular.com
(678) 909-4616
Media Contacts for Avista Capital Partners:
James David or Jeffrey Taufield
Kekst and Company
james-david@kekst.com or jeffrey-taufield@kekst.com
(212) 521-4800
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