Syniverse Technologies, a provider of technology and business solutions for the telecommunications industry, has entered into a definitive agreement to be acquired by alternative asset manager The Carlyle Group for approximately USD2.6bn that will result in Syniverse becoming a private company.
Carlyle will acquire all of the outstanding common shares of Syniverse for USD31.00 per share in cash representing a premium of approximately 35 per cent over Syniverse’s average closing share price during the 30 trading days ended 26 October 2010.
The transaction is expected to close in the first quarter of 2011.
Syniverse provides a portfolio of mobile roaming, messaging and network solutions to more than 800 mobile operators, cable and internet providers and enterprises in over 160 countries.
The Syniverse board of directors unanimously approved the transaction, which is subject to customary closing conditions, including approval of Syniverse stockholders and various regulatory organisations, but is not subject to any financing conditions.
The transaction has fully committed financing, consisting of equity provided by Carlyle Partners V, a USD13.7bn US buyout fund, and debt provided by Barclays Capital and Credit Suisse.
"After careful and diligent analysis, together with our independent advisers, the board of directors and I are proud to enter into this agreement with Carlyle," says Bob Marino, chairman of Syniverse. "The acquisition provides validation of the results we have achieved through our sound strategy, strong management team, and expert employee base, and provides our stockholders with a significant cash premium for their investment."
A special meeting of Syniverse’s stockholders will be held after the preparation and filing of a proxy statement with the Securities and Exchange Commission and subsequent mailing to shareholders. Upon completion of the acquisition, Syniverse will become a private company, wholly owned by an affiliate of The Carlyle Group.
James Attwood, Carlyle managing director, adds: "Syniverse is an outstanding business that plays a vital role in the mobile ecosystem globally. We are impressed with the multi-faceted business that has been built under the leadership of Tony Holcombe, and are excited at the prospect of working with him and the senior management team to drive continued growth and market leadership."