Sandvine is to be acquired by private equity firm Vector Capital for CAD 3.80 per share, or a total of CAD 483 million. The price represents a 20 percent premium to Sandvine’s closing share price of CAD 3.16 on 25 May. The board of Sandvine and the special committee set up to negotiate and review the deal are recommending the sale to shareholders. “We believe that our long-term approach will enable Sandvine to continue to expand its lead in its traditional areas of strength and better execute on a number of emerging opportunities, such as its next-generation virtualized offerings and cyber security,” Vector said.
Under the agreement reached, Sandvine has a 42-day go-shop period to actively solicit superior proposals. Scalar AcquireCo has been granted a five-business-day right to match competing proposals.
Also, Sandvine CEO Dave Caputo and executives Don Bowman, Tom Donnelly, Brad Siim and Scott Hamilton have agreed to exchange a total of 5.1 million shares (representing the majority of their common share holdings) for shares of an affiliate of Scalar Acquireco.
Following completion of its disposal, Sandvine shares will be delisted from the Toronto Stock Exchange. Any deal will be subject to the approval of the Ontario Superior Court of Justice, in addition to certain regulatory approvals and the usual closing conditions.
