Transaction Valued at Approximately $5.1 Billion
Provides Attractive, Certain Value to Stockholders
West Corporation (Nasdaq:WSTC) (the “Company” or “West”), a global
provider of communication and network infrastructure services,
today announced it has entered into a definitive agreement with
affiliates of certain funds managed by affiliates of Apollo Global
Management, LLC (the “Apollo funds”) (together with its
consolidated subsidiaries, “Apollo”) (NYSE:APO), a leading global
alternative investment manager, pursuant to which the Apollo funds
will acquire all of the outstanding shares of West common stock for
$23.50 per share in cash.
The purchase price represents a premium of approximately 17.5
percent over West’s closing stock price on November 1, 2016, the
last trading day prior to the announcement that the Company
initiated a process to explore strategic and financial
alternatives. The proposed transaction has an enterprise value of
approximately $5.1 billion, including net debt.
The West Board of Directors has unanimously approved the
agreement with the Apollo funds and recommends that West
stockholders vote in favor of the proposed transaction. Certain
West stockholders, including Thomas H. Lee Partners, L.P.,
Quadrangle Group LLC, Gary L. West and Mary E. West, who in the
aggregate beneficially own approximately 45 percent of West’s
outstanding common stock, have committed to vote in favor of the
proposed transaction, subject to certain customary conditions, at a
special meeting of West stockholders.
“We are pleased to reach this agreement with the Apollo funds,
which follows a comprehensive review of alternatives initiated by
West’s Board of Directors in November,” said Tom Barker, Chairman
and Chief Executive Officer of West. “We believe this transaction
achieves our goal of maximizing value for West stockholders and
positions the Company for continued success. Apollo values our
team, assets and vision for the future. We look forward to working
closely with Apollo as we continue to grow and strengthen our
business.”
Mr. Barker continued, “We began this process with the
acknowledgement of the disparate trends in our various businesses.
Over the past six months, we have evaluated a wide range of
strategic and financial alternatives, including the sale or
separation of assets; various balance sheet options; as well as
continuing to operate under our current structure. We believe
strongly that the transaction we are announcing today is the best
outcome for our stockholders, employees and customers.”
“We are extremely excited for our funds to acquire West,” said
Matthew Nord, Senior Partner at Apollo. “West is the leader in
global conferencing and collaboration services, and is
well-positioned to capitalize on customer migration to cloud-based
solutions and continue to grow its Safety Services, Interactive
Services and Health Advocate Solutions businesses. We look forward
to working with West’s talented and dedicated team to continue the
strong heritage of providing the highest-level of service and care
to its customers.”
Transaction DetailsThe transaction is expected
to close in the second half of the year. The transaction is subject
to receipt of certain regulatory approvals, including expiration or
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, approval by the U.S.
Federal Communications Commission and certain state and foreign
regulatory approvals, as well as West stockholder approval and
other customary closing conditions. Following the transaction West
will become a privately held company and shares of West’s common
stock will no longer be listed on any public market.
As a condition to the transaction, West has agreed to suspend
payment of its quarterly dividend, effective immediately.
Advisors and Financing Providers Centerview
Partners LLC is acting as exclusive financial advisor to West and
Sidley Austin LLP is acting as its legal advisor.
LionTree is acting as lead financial advisor to Apollo. Credit
Suisse and Morgan Stanley are also acting as financial advisors to
Apollo. Wachtell, Lipton, Rosen & Katz is acting as corporate
counsel to Apollo and Paul, Weiss, Rifkind, Wharton & Garrison
LLP is acting as financing counsel to Apollo.
Transaction financing is being provided by Credit Suisse, RBC
Capital Markets, Bank of America Merrill Lynch, Barclays,
Citigroup, Deutsche Bank, Morgan Stanley and Goldman Sachs. Caisse
de dépôt et placement du Québec through one of its subsidiaries and
PSP Investments Credit USA LLC have also committed to provide a
portion of the financing.
About West CorporationWest Corporation
(Nasdaq:WSTC) is a global provider of communication and network
infrastructure services. West helps its clients more effectively
communicate, collaborate and connect with their audiences through a
diverse portfolio of solutions that include unified communications
services, safety services, interactive services such as automated
notifications, telecom services and specialized agent services.
For 30 years, West has provided reliable, high-quality voice and
data services. West has sales and operations in the United States,
Canada, Europe, the Middle East, Asia Pacific and Latin America.
For more information please visit www.west.com.
About Apollo Global Management Apollo is a
leading global alternative investment manager with offices in New
York, Los Angeles, Houston, Chicago, St. Louis, Bethesda, Toronto,
London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore,
Hong Kong and Shanghai. Apollo had assets under management of
approximately $197 billion as of March 31, 2017 in private equity,
credit and real estate funds invested across a core group of nine
industries where Apollo has considerable knowledge and resources.
For more information about Apollo, please visit www.agm.com.
Forward-Looking Statements This press release
contains forward-looking statements, within the meaning of the
Private Securities Litigation Reform Act of 1995, including with
respect to the proposed transaction and business combination
between Apollo and the Company, including statements regarding the
benefits of the proposed transaction and the anticipated timing of
the proposed transaction. Forward-looking statements can be
generally identified by the use of words such as "may," "should,"
"expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "intends," "continue" or similar terminology. These
statements reflect only West's current expectations and are not
guarantees of future performance or results. These statements are
subject to various risks and uncertainties that could cause actual
results to differ materially from those contained in the
forward-looking statements. These risks and uncertainties include,
but are not limited to, the risk that the proposed transaction may
not be completed in a timely manner, or at all, which may adversely
affect the Company’s business and the price of the common stock of
the Company; the failure to satisfy the conditions to the
consummation of the proposed transaction, including the adoption of
the merger agreement by the stockholders of the Company and the
receipt of certain governmental and regulatory approvals; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; the effect of
the announcement or pendency of the proposed transaction on the
Company’s business relationships, operating results, and business
generally; risks that the proposed transaction disrupts current
plans and operations of the Company and potential difficulties in
the Company’s employee retention as a result of the proposed
transaction; risks related to diverting management’s attention from
the Company’s ongoing business operations; the outcome of any legal
proceedings that may be instituted against the Company, its
officers or directors related to the merger agreement or the
proposed transaction; the possibility that competing offers or
acquisition proposals for the Company will be made; risks regarding
the failure to obtain the necessary financing to complete the
proposed transaction; risks related to the equity and debt
financing and related guarantee arrangements entered into in
connection with the proposed transaction; competition in West’s
highly competitive markets; increases in the cost of voice and data
services or significant interruptions in these services; West’s
ability to keep pace with its clients’ needs for rapid
technological change and systems availability; the continued
deployment and adoption of emerging technologies; the loss,
financial difficulties or bankruptcy of any key clients; security
and privacy breaches of the systems West uses to protect personal
data; the effects of global economic trends on the businesses of
West’s clients; the non-exclusive nature of West’s client contracts
and the absence of revenue commitments; the cost of pending and
future litigation; the cost of defending against intellectual
property infringement claims; the effects of extensive regulation
affecting many of West’s businesses; West’s ability to protect its
proprietary information or technology; service interruptions to
West’s data and operation centers; West’s ability to retain key
personnel and attract a sufficient number of qualified employees;
increases in labor costs and turnover rates; the political,
economic and other conditions in the countries where West operates;
changes in foreign exchange rates; West’s ability to complete
future acquisitions, integrate or achieve the objectives of its
recent and future acquisitions; and future impairments of our
substantial goodwill, intangible assets, or other long-lived
assets. In addition, West is subject to risks related to its level
of indebtedness. Such risks include West’s ability to generate
sufficient cash to service its indebtedness and fund its other
liquidity needs; West’s ability to comply with covenants contained
in its debt instruments; West’s ability to obtain additional
financing; the incurrence of significant additional indebtedness by
West and its subsidiaries; and the ability of West’s lenders to
fulfill their lending commitments. West is also subject to other
risk factors described in documents filed by the Company with the
United States Securities and Exchange Commission (“SEC”).
These forward-looking statements speak only as of the date on
which the statements were made. West undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, except
to the extent required by applicable law.
Important Additional Information and Where to Find
It This communication is being made in respect of the
proposed merger transaction involving West Corporation, Mount
Olympus Holdings, Inc. and Olympus Merger Sub, Inc. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy our securities or the solicitation
of any vote or approval. The proposed transaction will be submitted
to stockholders of West Corporation for their consideration. In
connection with the proposed transaction, West Corporation intends
to file a proxy statement and other relevant materials with the SEC
in connection with the solicitation of proxies in connection with
the proposed transaction. The definitive proxy statement will be
mailed to the stockholders of West Corporation. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION, INVESTORS AND STOCKHOLDERS OF WEST CORPORATION ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED
TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The proxy statement, any amendments
or supplements thereto and other relevant materials, and any other
documents filed by West Corporation with the SEC, may be obtained
once such documents are filed with the SEC free of charge at the
SEC's website at www.sec.gov. In addition, stockholders of West
Corporation may obtain free copies of the documents filed with the
SEC by directing a request through the Investors portion of West
Corporation’s website at www.west.com or by mail to West
Corporation, 11808 Miracle Hills Drive, Omaha, NE, 68154,
attention: Investor Relations, telephone: (402) 963-1500. You may
also read and copy any reports, statements and other information
filed by West Corporation with the SEC at the SEC public reference
room at 450 Fifth Street, N.W. Room 1200, Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 or visit the SEC's website
for further information on its public reference room.
Participants in the SolicitationWest
Corporation and certain of its executive officers, directors, other
members of management and employees, may under the rules of the
SEC, be deemed to be “participants” in the solicitation of proxies
from West Corporation stockholders in connection with the proposed
transaction. Certain executive officers and directors of West
Corporation have interests in the proposed transaction that may
differ from the interests of stockholders generally, including the
acceleration of vesting of stock options and/or restricted stock
awards and the payment of cash bonuses in connection with the
proposed transaction. Information regarding the persons who may be
considered “participants” in the solicitation of proxies will be
set forth in West Corporation's preliminary and definitive proxy
statements when filed with the SEC and other relevant documents to
be filed with the SEC in connection with the proposed transaction,
each of which can be obtained free of charge from the sources
indicated above when they become available. Information regarding
certain of these persons and their beneficial ownership of West
Corporation common stock is also set forth in West Corporation’s
proxy statement for its 2017 annual meeting of stockholders filed
on April 6, 2017 with the SEC, which can be obtained free of charge
from the sources indicated above.
At West Corporation:
Dave Pleiss
Investor Relations
West Corporation
(402) 963-1500
DMPleiss@west.com
At Apollo:
For investor inquiries regarding Apollo:
Gary M. Stein
Head of Corporate Communications
(212) 822-0467
gstein@apollolp.com
Noah Gunn
Investor Relations Manager
(212) 822-0540
ngunn@apollolp.com
For media inquiries regarding Apollo:
Charles Zehren
Rubenstein Associates, Inc.
(212) 843-8590
czehren@rubenstein.com
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