- Synchronoss to acquire Intralinks
Holdings, Inc. for $13.00 per share or $821 million in equity
value
- Intralinks will be a major step towards
significantly expanding the scale and scope of Synchronoss’
transformation to attack the multi-billion dollar enterprise market
opportunity
- Ron Hovsepian, Chief Executive Officer
of Intralinks, is expected to be appointed as Chief Executive
Officer of Synchronoss upon closing of the transaction with
Synchronoss
- Stephen G Waldis, Founder and current
Chief Executive Officer, will remain active in the company serving
as Executive Chairman of the Board, driving strategy, product
innovation and oversight for the transformation
- Synchronoss to divest a portion of its
activation business to Sequential Technology International for $146
million; strategic alternatives being pursued for remaining
activation assets
Synchronoss Technologies, Inc. (NASDAQ:SNCR) and Intralinks
Holdings, Inc. (NYSE:IL) today announced that they have entered
into a definitive agreement for Synchronoss to acquire Intralinks
for approximately $821 million in equity value. Under the terms of
the agreement, Synchronoss will commence a cash tender offer to
acquire all of the outstanding common stock of Intralinks for
$13.00 per share. The transaction, which was unanimously approved
by the board of directors of both companies, is expected to close
late in the first calendar quarter of 2017, subject to customary
closing conditions. Ron Hovsepian, Chief Executive Officer of
Intralinks, is expected to be appointed Chief Executive Officer of
Synchronoss and join the Synchronoss Board of Directors upon
closing of the transaction with Synchronoss’ Founder and current
Chief Executive Officer, Stephen G. Waldis will move into the role
of active Executive Chairman of the Board.
In Intralinks’ 20-year history, over 4.1 million business users
across the world have used its secure, cloud-based platform, and it
counts 99% of Fortune 1000 companies among its customers. To date,
Intralinks has supported over $31 trillion in high-stakes
transactions, making the company a leader in the enterprise content
collaboration market.
“Intralinks has established itself as a household name in the
financial services world over the past 20 years, with a keen focus
on growing its presence into the next generation secure content
collaboration market over the coming years,” said Stephen Waldis,
Synchronoss’ CEO. “This acquisition marks another major step in the
transformation of Synchronoss to significantly expand the scale and
scope of the company’s enterprise initiatives and strong carrier
relationships in attacking this multi-billion dollar market
opportunity. Ron brings significant leadership experience and a
history of successfully integrating companies into a single
portfolio. I intend to stay active in the company, driving growth
opportunities and continued developments on new product innovation.
I am excited to be working closely with Ron to bring Synchronoss
into its next chapter of growth”.
“Our board of directors unanimously concluded that Synchronoss
is the ideal strategic partner for Intralinks and also gives our
employees and customers the opportunity to leverage Synchronoss’
deep relationships across the carrier space, cloud expertise, and
strong partnerships in the financial services vertical,” said Ron
Hovsepian, CEO of Intralinks. “Together with Synchronoss, we
believe we can deploy enhanced enterprise and mobile solutions to
our customers while opening up new enterprise distribution channels
across the world.”
In conjunction with today’s announcement Synchronoss is also
announcing an agreement to divest a portion of its activation
business to Sequential Technology International, LLC for a total
purchase price of $146 million. As part of this transaction,
Sequential Technology will purchase 70% of Synchronoss’ carrier
activation business that is being divested, with Synchronoss
retaining a 30% ownership piece which could be reduced during the
course of 2017. Synchronoss is in the process of pursuing strategic
alternatives for the remaining activation business assets.
Synchronoss expects to finance the Intralinks acquisition with
its existing cash, proceeds from the Sequential Technology
transaction, and $900 million of new debt.
Given the expected closing in the first calendar quarter of
2017, Synchronoss expects the Intralinks transaction to have no
impact to its fourth quarter financials. With the impact from the
Sequential Technology divestiture and assuming a late first quarter
2017 close on the Intralinks deal, Synchronoss is giving initial
2017 revenue guidance of between $810 million and $820 million with
pro forma EPS of between $2.45 and $2.60 for the combined entity.
We are targeting $40 million of combined synergies within the first
year of closing the Intralinks deal.
The Intralinks transaction is subject to the satisfaction of
customary closing conditions, including regulatory approval in the
United States. Until the transaction closes, each company will
continue to operate independently.
PJT Partners is serving as lead financial advisor. Goldman Sachs
& Co. and Credit Suisse are providing debt financing
commitments to Synchronoss and Goldman Sachs & Co. is also
serving as financial advisor to Synchronoss. J.P. Morgan Securities
LLC is serving as a financial advisor to Intralinks. Gunderson
Dettmer Stough Villeneuve Franklin & Hachigian, LLP is acting
as legal advisor to Synchronoss in connection with the Intralinks
acquisition, and Simpson Thacher & Bartlett LLP is acting as
legal advisor in connection with the debt financing to Synchronoss.
Skadden, Arps, Slate, Meagher & Flom, LLP is acting as legal
advisor to Intralinks in connection with the acquisition.
Conference Call
In conjunction with this announcement, Synchronoss will host a
conference call on Tuesday, December 6, 2016, at 8:30 a.m. (ET) to
discuss the company’s financial results. To access this call, dial
877-930-7767 (domestic) or 253-336-7416 (international). The pass
code for the call is 33486699. Additionally, a live web cast of the
conference call will be available on the “Investor Relations” page
on the company’s web site www.synchronoss.com.
Following the conference call, a replay will be available for a
limited time at 855-859-2056 (domestic) or 404-537-3406
(international). The replay pass code is 42244350. An archived web
cast of this conference call will also be available on the
“Investor Relations” page of the company’s web site,
www.synchronoss.com.
About Synchronoss Technologies, Inc.
Synchronoss Technologies, Inc. (NASDAQ: SNCR) is the leading
innovator of cloud solutions, secure enterprise productivity and
software-based activation for companies across the globe. The
company’s proven, scalable and patented technology solutions allow
customers to connect, synchronize and activate connected devices
and services that empower enterprises and consumers to live in a
connected world. For more information visit us at:
www.synchronoss.com.
About Intralinks
Intralinks Holdings, Inc. (NYSE: IL) is a global content
collaboration company that provides cloud-based solutions to
control the sharing, distribution and management of high value
content within and across organizations according to the
highest-level of security and the most stringent compliance
regulations. Over 90,000 clients, 99% of the Fortune 1000
companies, have depended on Intralinks to digitally transform and
simplify critical business processes, and secure high-value
information. With a 20-year track record of enabling high-stakes
transactions and business collaborations valued at more than $31.3
trillion, Intralinks is a trusted provider of easy-to-use,
enterprise strength, cloud-based collaboration technology. For more
information, visit www.intralinks.com.
Forward-looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties. These forward-looking statements
include statements regarding acquisition synergies and benefits to
Synchronoss, the growth of the market and demand for Synchronoss’
offerings, growth opportunities, the closing of the [divestiture],
[debt financing] and acquisition and impact of such transactions,
momentum in Synchronoss’ business and momentum with the offerings
discussed in this press release, potential growth of Synchronoss’
business, product performance, the ability to successfully
integrate the companies and their respective products, and the
timing of the transaction. Although Synchronoss attempts to be
accurate in making forward-looking statements, it is possible that
future circumstances might differ from the assumptions on which
such statements are based. Important factors that could cause
results to differ materially from the statements herein include the
following: general economic risks; execution risks with
acquisitions; closing conditions; risks associated with sales not
materializing based on a change in circumstances; disruption to
sales following acquisitions; increasing competitiveness in the
enterprise and mobile solutions market; ability to retain key
personnel following the acquisition; the dynamic nature of the
markets in which the companies operate; specific economic risks in
different geographies, and among different customer segments;
changes in foreign currency exchange rates; uncertainty regarding
increased business and renewals from existing customers;
uncertainties around continued success in sales growth and market
share gains; failure to convert sales pipeline into final sales;
risks associated with successful implementation of multiple
integrated software products and other product functionality risks;
execution risks around new product development and introductions
and innovation; product defects; unexpected costs, assumption of
unknown liabilities and increased costs for any reason; litigation
and disputes and the potential cost, distraction and damage to
sales and reputation caused thereby; market acceptance of new
products and services; the ability to attract and retain personnel;
changes in strategy; risks associated with management of growth;
lengthy sales and implementation cycles, particularly in larger
organizations; technological changes that make our products and
services less competitive; risks associated with the adoption of,
and demand for, our model in general and by specific customer
segments; competition and pricing pressure; and the other risk
factors set forth from time to time in Synchronoss’ most recent
Annual Report on Form 10-K, our most recent Quarterly Report on
Form 10-Q and our other filings with the SEC, copies of which are
available free of charge at the SEC’s website at www.sec.gov or
upon request from Synchronoss’ investor relations department. All
forward-looking statements herein reflect Synchronoss’ opinions
only as of the date of this release, and Synchronoss undertakes no
obligation, and expressly disclaim any obligation, to update
forward-looking statements herein in light of new information or
future events.
Additional Information
In connection with the proposed acquisition of Intralinks,
Synchronoss will commence a tender offer for the outstanding shares
of Intralinks. The tender offer has not yet commenced. This
document is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell shares of
Intralinks, nor is it a substitute for the tender offer materials
that Synchronoss and its acquisition subsidiary will file with the
SEC upon commencement of the tender offer. At the time the tender
is commenced, Synchronoss and its acquisition subsidiary will file
tender offer materials on Schedule TO, and Intralinks will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. The tender offer materials
(including an Offer to Purchase, a related Letter of Transmittal
and certain other tender offer documents) and the
Solicitation/Recommendation Statement will contain important
information. Holders of shares of Intralinks are urged to read
these documents when they become available because they will
contain important information that holders of Intralinks securities
should consider before making any decision regarding tendering
their securities. The Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, will be made available
to all holders of shares of Intralinks at no expense to them. The
tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC’s web site at
www.sec.gov.
Synchronoss and the Synchronoss logo are trademarks of
Synchronoss Technologies, Inc. All other trademarks are property of
their respective owners.
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version on businesswire.com: http://www.businesswire.com/news/home/20161206005590/en/
Synchronoss Technologies, Inc.Investor and
Media:Daniel Ives, +1
908-524-1047Daniel.ives@synchronoss.comorIntralinks Holdings,
Inc.Media Contact:Doug Gordon,
617-357-3678dgordon@intralinks.comorInvestor Contact:Dean
Ridlon, 617-607-3957dridlon@intralinks.com
Intralinks Holdings $0.001 Par Value (delisted) (NYSE:IL)
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