Syniverse Granted Early Termination of HSR Waiting Period for Proposed Merger with Affiliate of The Carlyle Group
30 Novembre 2010 - 4:30PM
Business Wire
Syniverse Holdings, Inc. (NYSE:SVR), a leading provider of
technology and business solutions for the global telecommunications
industry, has been informed that the Federal Trade Commission and
the Antitrust Division of the U.S. Department of Justice have
granted early termination of the waiting period under
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
in connection with the proposed merger between Syniverse and an
affiliate of The Carlyle Group, a global alternative asset
manager.
Under terms of the merger agreement announced October 28, 2010,
investment funds affiliated with Carlyle will acquire all of the
outstanding common shares of Syniverse for $31.00 per share in
cash. The transaction remains subject to antitrust clearance in
certain foreign jurisdictions, approval of the Federal
Communications Commission and approval of Syniverse stockholders,
as well as other customary closing conditions, and is expected to
close in the first quarter of 2011.
About Syniverse
Syniverse Technologies (NYSE:SVR) makes mobile work for more
than 800 mobile operators, cable and Internet providers, and
enterprises in over 160 countries. With unmatched expertise and
more than 20 years simplifying the complexities of roaming,
messaging and networking, Syniverse serves as the force at the
center of the mobile communications universe, keeping people
connected today and forging new connections for tomorrow. Nobody
knows mobile like Syniverse. For more information, visit
www.syniverse.com, follow Syniverse on Twitter or find Syniverse on
Facebook.
Forward-Looking Statements
We have made forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), in this report. The words “believes,”
“anticipates,” “plans,” “expects,” “intends,” “estimates,” “seeks,”
“may” and similar expressions are intended to identify
forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other factors
that could cause our actual results, performance and achievements,
to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Certain factors that could cause actual events not to
occur as expressed in the forward-looking statement include among
others: the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement;
the outcome of any legal proceedings that have been, or will be,
instituted against the Company related to the merger agreement; the
inability to complete the merger due to the failure to obtain
stockholder approval for the merger or the failure to satisfy other
conditions to completion of the merger, including the receipt of
all regulatory approvals related to the merger; the failure to
obtain the necessary financing arrangements set forth in the debt
and equity commitment letters delivered pursuant to the merger
agreement; risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the merger; the impact of the substantial
indebtedness to be incurred to finance the consummation of the
merger; the effects of local and national economic, credit and
capital market conditions on the economy in general, and other
risks and uncertainties described herein, as well as those risks
and uncertainties discussed from time to time in our other reports
and other public filings with the Securities and Exchange
Commission (the “SEC”).
Although we presently believe that the plans, expectations and
results expressed in or suggested by the forward-looking statements
are reasonable, all forward-looking statements are inherently
subjective, uncertain and subject to change, as they involve
substantial risks and uncertainties beyond our control. New factors
emerge from time to time, and it is not possible for us to predict
the nature, or assess the potential impact, of each new factor on
our business. Given these uncertainties, we caution you not to
place undue reliance on these forward-looking statements. We
undertake no obligation to update or revise any of our
forward-looking statements for events or circumstances that arise
after the statement is made, except as otherwise may be required by
law. This list of risks and uncertainties, however, is only a
summary of some of the most important factors and is not intended
to be exhaustive. Additional information regarding risk factors
that may affect us is included under the caption “Risk Factors” in
our Annual Report on Form 10-K for the fiscal year ended December
31, 2009 and subsequently filed quarterly reports on Form 10-Q.
Additional Information and Where to Find It
In connection with the proposed merger, Syniverse Holdings, Inc.
(the “Company”) filed a preliminary proxy statement with the SEC on
November 18, 2010. When completed, a definitive proxy statement and
a form of proxy will be mailed to the stockholders of the Company.
THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY
PROXY STATEMENT AND, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT
REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The Company’s stockholders
can obtain, without charge, a copy of the preliminary proxy
statement and the definitive proxy statement (when available) and
other relevant documents filed with the SEC from the SEC’s website
at http://www.sec.gov. The Company’s stockholders 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 Syniverse Holdings, Inc., 8125 Highwoods Palm Way,
Tampa, Florida 33647, attn: Corporate Secretary, or from the
Company’s website, http://www.syniverse.com.
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the Company’s
stockholders with respect to the special meeting of stockholders
that will be held to consider the proposed merger. Information
about the Company’s directors and executive officers and their
ownership of the Company’s common stock is set forth in the proxy
statement for the Company’s 2010 Annual Meeting of stockholders,
which was filed with the SEC on April 5, 2010. Stockholders may
obtain additional information regarding the interests of the
Company and its directors and executive officers in the proposed
merger, which may be different than those of the Company’s
stockholders generally, by reading the preliminary proxy statement
filed with the SEC on November 18, 2010, the definitive proxy
statement (when available) and other relevant documents regarding
the proposed merger, when filed with the SEC.
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