ATLANTA, Sept. 10, 2015 /PRNewswire/ -- Premiere Global
Services, Inc. ("PGi") (NYSE: PGI), the world's largest dedicated
provider of collaboration software and services, today announced
that it has entered into a definitive agreement to be acquired by
funds managed or advised by Siris Capital Group, LLC ("Siris") in a
transaction valued at approximately $1
billion.
Under the terms of the agreement, Siris will acquire all of the
outstanding common stock of PGi for $14.00 per share in cash, representing a premium
of approximately 23 percent over the closing price on September 10, 2015, and approximately 32 percent
over PGi's volume-weighted average share price during the 90 days
ended September 10, 2015. The
agreement was unanimously approved by PGi's Board of Directors,
which recommended that PGi's shareholders approve and adopt the
merger agreement with Siris. A special meeting of PGi's
shareholders will be held as soon as practicable following the
filing of a definitive proxy statement with the U.S. Securities and
Exchange Commission ("SEC") and subsequent mailing to
shareholders.
PGi may solicit alternative acquisition proposals from third
parties during a 45-day "go-shop" period, following the date of
execution of the merger agreement. There is no guarantee that this
process will result in a superior proposal, and the merger
agreement provides Siris with a customary right to match a superior
proposal.
"Siris' acquisition of PGi is a strong endorsement of our SaaS
transformation strategy and provides immediate value to our
shareholders," said Boland Jones,
PGi founder, chairman and CEO. "Working with Siris will allow PGi
greater flexibility to accelerate our strategy in order to remain a
leader in today's highly competitive unified communications and
collaboration (UC&C) market."
Commenting on the transaction, Hubert de Pesquidoux, Siris
Capital Executive Partner, said: "PGi has expertly navigated the
rapidly evolving UC&C software and services space for over 20
years, and we see significant potential to further its market lead.
We are eager to support PGi on its journey while also looking to
drive new opportunities for innovation and growth as PGi continues
to anticipate the changing needs of its world-class customer
base."
The transaction is subject to customary closing conditions,
including the receipt of shareholder approval, the expiration or
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and other foreign
antitrust regulatory approvals, as necessary. The transaction is
not subject to any financing condition. Upon completion of the
acquisition, PGi will become wholly owned by an affiliate of
Siris.
Allen & Company LLC is acting as financial advisor, and
Alston & Bird LLP is acting as legal advisor to PGi in
connection with the transaction. Siris has secured committed debt
financing from Barclays Capital Inc., SunTrust Robinson Humphrey,
Inc. and Macquarie Capital (USA)
Inc., who acted as financial advisors. William Blair & Company and Evercore are
also acting as financial advisors, and Sidley Austin LLP is acting
as legal advisor to Siris in connection with the transaction.
For further information regarding the terms and conditions
contained in the definitive merger agreement, please see PGi's
Current Report on Form 8-K, which will be filed in connection with
this transaction.
About Premiere Global Services, Inc. │ PGi
PGi is the
world's largest dedicated provider of collaboration software and
services. We created iMeet®, an expanding portfolio of
purpose-built applications designed to meet the daily collaboration
and communications needs of business professionals, with solutions
for web, video and audio conferencing, smart calendar management,
webcasting, project management and sales productivity. PGi's
award-winning UC&C solutions help nearly 50,000 businesses grow
faster and operate more efficiently. To learn more, visit us
at www.pgi.com.
About Siris Capital Group, LLC
Siris Capital is
a leading private equity firm focused on making control investments
in data, telecommunications, technology and technology-enabled
business service companies in North
America. Integral to Siris' investment approach is its
partnership with exceptional senior operating executives, or
Executive Partners, who work exclusively with Siris to identify,
validate and operate investment opportunities. Their significant
involvement allows Siris to partner with management to add value
both operationally and strategically. To learn more, visit us
at www.siriscapital.com.
Forward-Looking Statements
Statements made in this
press release, other than those concerning historical information,
should be considered forward-looking and subject to various risks
and uncertainties, many of which are beyond PGi's control. Such
forward-looking statements are made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995
and are made based on management's current expectations or beliefs
as well as assumptions made by, and information currently available
to, management. A variety of factors could cause actual results to
differ materially from those anticipated in PGi's forward-looking
statements, including, but not limited to, the following factors:
(i) the risk that the merger may not be consummated in a timely
manner, if at all; (ii) the risk that the merger agreement may be
terminated in circumstances that require PGi to pay Siris a
termination fee; (iii) risks related to the diversion of
management's attention from PGi's ongoing business operations; (iv)
risks regarding the failure of Siris to obtain the necessary
financing to complete the merger; (v) the effect of the
announcement of the merger on PGi's business relationships
(including, without limitation, customers, strategic alliance
partners and suppliers), operating results and business generally;
(vi) risks related to satisfying the conditions to the merger,
including the failure of PGi's shareholders to approve the merger,
timing (including possible delays) and receipt of regulatory
approvals from various governmental entities (including any
conditions, limitations or restrictions placed on these approvals)
and the risk that one or more governmental entities may deny
approval; (vii) the nature, cost and outcome of any future
litigation and other legal proceedings, including any potential
proceedings related to the proposed merger, (vii) risks and
uncertainties associated with the merger, including the "go-shop"
process and that competing acquisition proposals could be made;
(ix) and other factors described from time to time in PGi's press
releases, reports and other filings made with the SEC, including
but not limited to the "Risk Factors" section of PGi's Annual
Report on Form 10-K for the year ended December 31, 2014. All
forward-looking statements attributable to PGi or a person acting
on its behalf are expressly qualified in their entirety by these
cautionary statements. PGi undertakes no obligation to publicly
update or revise these forward looking statements for any
reason.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of PGi. In connection with the
proposed merger, PGi will prepare a proxy statement to be filed
with the SEC on Schedule 14A. When completed, a definitive proxy
statement and a form of proxy will be mailed to the shareholders of
PGi. PGI's SHAREHOLDERS ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT PGi WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT PGi AND THE PROPOSED MERGER.
PGi's shareholders will be able to obtain, without charge, a copy
of the preliminary proxy statement, the definitive proxy statement
and other relevant materials in connection with the proposed merger
(when they become available), and any other documents filed by PGi
with the SEC from the SEC's website at www.sec.gov and on
PGi's website at www.pgi.com. PGi's shareholders will also
be able to obtain, without charge, a copy of the proxy statement
and other relevant documents (when available) by directing a
request by mail or telephone to Premiere Global Services, Inc., c/o
Sean O'Brien, 3280 Peachtree Road,
NE, The Terminus Building, Suite 1000, Atlanta, Georgia 30305, by emailing
investors@pgi.com or by calling 1-800-749-9111, extension 8462.
PGi and its directors and officers may be deemed to be
participants in the solicitation of proxies from PGi's shareholders
with respect to the special meeting of shareholders that will be
held to consider the proposed merger. Information about PGi's
directors and executive officers and their ownership of PGi's
common stock is set forth in the proxy statement for PGi's 2015
Annual Meeting of shareholders, which was filed with the SEC on
April 27, 2015. Shareholders may
obtain additional information regarding the interests of PGi and
its directors and executive officers in the proposed transaction,
which may be different than those of PGi's shareholders generally,
by reading the proxy statement and other relevant documents
regarding the proposed merger, when filed with the SEC.
Media & Investor Contact:
Sean O'Brien
(404) 262-8462
sean.obrien@pgi.com
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SOURCE PGi