CommScope to Acquire ARRIS:

Carlyle

CommScope to Acquire ARRIS: Approximately $7.4 Billion Transaction Accelerates CommScope Vision to Shape Communications Networks of the Future

Transaction More Than Doubles Expected Product Addressable Market to Greater Than $60 Billion

Expected to Generate Approximately $1 Billion in Cash Flow from Operations1 and Be More Than 30 Percent Accretive to Adjusted EPS in First Full Year after Closing

Expect More than $150 Million in Annual Cost Synergies Within Three Years

The Carlyle Group Reestablishes Ownership Position in CommScope with $1 Billion Minority Investment

HICKORY, N.C. & SUWANEE, Ga.— CommScope (NASDAQ: COMM), a global leader in infrastructure solutions for communications networks, has agreed to acquire ARRIS International plc (NASDAQ: ARRS), a global leader in entertainment and communications solutions, in an all-cash transaction for $31.75 per share, or a total purchase price of approximately $7.4 billion, including the repayment of debt.

In addition, The Carlyle Group, a global alternative asset manager, has reestablished an ownership position in CommScope through a $1 billion minority equity investment as part of CommScope’s financing of the transaction.

The combination of CommScope and ARRIS, on a pro forma basis, would create a company with approximately $11.3 billion in revenue and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of approximately $1.8 billion, based on results for the two companies for the 12 months ended September 30, 2018.

The combined company is expected to drive profitable growth in new markets, shape the future of wired and wireless communications, and position the new company to benefit from key industry trends, including network convergence, fiber and mobility everywhere, 5G, Internet of Things and rapidly changing network and technology architectures.

ARRIS, an innovator in broadband, video and wireless technology, combines hardware, software and services to enable advanced video experiences and constant connectivity across a variety of environments – for service providers, commercial verticals, small enterprises and the people they serve. ARRIS has strong leadership positions in the three segments in which it operates:

  • Customer Premises Equipment (CPE), featuring access devices such as broadband modems, gateways and routers and video set-tops and gateways;
  • Network & Cloud (N&C), combining broadband and video infrastructure with cloud-based software solutions; and
  • Enterprise Networks, incorporating the recently acquired Ruckus Wireless® and ICX Switch® businesses, and focusing on wireless and wired connectivity, including Citizens Broadband Radio Service solutions.

For the 12 months ended September 30, 2018, ARRIS generated revenues of approximately $6.7 billion, consisting of $3.9 billion from CPE, $2.2 billion from N&C and $568 million from Enterprise Networks (reflecting only a partial year of Ruckus since its acquisition in December 2017).

“After a comprehensive evaluation of our business and the evolving industry we operate in, we are confident that combining with ARRIS is the best path forward for CommScope to grow and provide the greatest returns for shareholders,” said Eddie Edwards, president and chief executive officer, CommScope. “CommScope and ARRIS will bring together a unique set of complementary assets and capabilities that enable end-to-end wired and wireless communications infrastructure solutions that neither company could otherwise achieve on its own. With ARRIS, we will access new and growing markets, and have greater technology, solutions and employee talent that will provide additional value and benefit to our customers and partners.

“CommScope and ARRIS share a customer-first culture that emphasizes innovation, made possible by incredibly talented and experienced teams of people. As we have with numerous transactions in the past, we expect to work together with Bruce McClelland and the ARRIS team to create a best-in-class management team and achieve a seamless integration. Together, CommScope and ARRIS will be well positioned to serve a more diverse set of customers and generate substantial value for our shareholders.”

ARRIS Chief Executive Officer Bruce McClelland said, “CommScope is an ideal partner for ARRIS. In addition to providing immediate and substantial cash value to our shareholders, we are excited for what this combination will deliver for our customers, partners and employees around the world. Today’s agreement is a testament to the strength of ARRIS: our leading technology, talented employees and established competitive position. With CommScope, we expect to further advance ARRIS’ strategy to drive innovation across our iconic brands and pioneer the standards and pathways for tomorrow’s personalized, connected always-on consumer experience. ARRIS will become part of an even stronger, more global industry leader, and I look forward to working with the CommScope team to achieve great results for the combined company.”

Transaction is a critical step in fueling growth, shareholder value and customer benefits:

  • Positioned to Capitalize on Positive Industry Trends: The combined company will be well positioned to benefit from key industry trends by combining best-in-class capabilities in network access technology and infrastructure and creating end-to-end and comprehensive solutions. We believe trends such as network convergence, fiber and mobility everywhere, the advent of 5G and fixed wireless access, Internet of Things and rapidly changing network and technology architectures will provide compelling long-term opportunities for the combined company and its unique end-to-end communications infrastructure capabilities.
  • Unlocks Significant, High-Growth Segments and Increases Product Addressable Market: The company expects to more than double its total product addressable market to more than $60 billion, with a unique set of complementary assets and capabilities that enable end-to-end communications infrastructure solutions such as:
    • Converged small cell solutions for licensed and unlicensed wireless spectrum;
    • Complementary wired and wireless communications infrastructure;
    • Integrated broadband access;
    • Private network solutions for industrial, enterprises and public venues; and
    • Comprehensive connected and smart home solutions.
  • Expanded Product Offerings and R&D Capabilities to Meet Diversified Customer Base: CommScope and ARRIS will share strong technical expertise with approximately 15,000 patents and approximately $800 million in average annual research and development investments. With a stronger global footprint, the combined company is expected to serve customers across more than 150 countries.
  • Strong Financial Profile with Cost Savings Opportunities: For the 12 months ended September 30, 2018, on a pro forma basis, the combined company would have generated revenues of approximately $11.3 billion with adjusted EBITDA of approximately $1.8 billion. As a result of the combined company’s increased scale, CommScope expects to achieve annual run-rate cost savings of at least $150 million within three years post-close, with synergies of more than $60 million expected to be realized in the first full year after closing and more than $125 million expected to be realized after the second year post-close, driven from natural synergies primarily in direct procurement and SG&A.
  • Significantly Accretive to CommScope’s Earnings: The transaction is expected to be more than 30 percent accretive to CommScope’s adjusted earnings per share by the end of the first full year after closing, excluding purchase accounting charges, transition costs and other special items.
  • Maintains CommScope’s Strong Balance Sheet, Credit Position and Financial Flexibility: With a unique set of complementary assets and capabilities that enable end-to-end communications infrastructure solutions, the combined company is expected to generate approximately $1 billion in cash flow from operations1 in the first full year after closing. Upon completion of the transaction, CommScope’s net leverage (debt less cash) ratio based on pro forma adjusted EBITDA1 for the 12 months ended September 30, 2018 is expected to be 5.1x, including full run-rate synergies of $150 million. Given the increased scale and cash flow generation, as well as both companies’ track records of successful integration, CommScope expects to rapidly de-lever, targeting a net leverage ratio of approximately 4.0x in the second full year after closing. Long term, the company is targeting a net leverage ratio of 2.0x to 3.0x.

Terms and Financing

The per share cash consideration represents a premium of approximately 27 percent to the volume weighted average closing price of ARRIS’ common stock for the 30 trading days ended October 23, 2018, the day prior to market rumors regarding a potential transaction.

The transaction is not subject to a financing condition. CommScope expects to finance the transaction through a combination of cash on hand, borrowings under existing credit facilities and approximately $6.3 billion of incremental debt for which it has received debt financing commitments from J.P. Morgan Securities LLC, BofA Merrill Lynch and Deutsche Bank Securities Inc.

In addition, The Carlyle Group, a former CommScope owner, is reestablishing a minority ownership position in the company through a $1 billion equity investment, equal to approximately 16 percent of CommScope’s outstanding shares.

“We are delighted to resume our collaboration with CommScope’s accomplished management team,” said Cam Dyer, Carlyle managing director and global co-head of Technology, Media and Telecom. “We believe in the company’s long-term strategy, customer-centric culture and ability to deliver results. This optimism has fueled our desire to be a part of such a promising transaction with ARRIS.”

Leadership and Headquarters

Following completion of the combination, Eddie Edwards will continue in his role as president and chief executive officer of CommScope, with Bruce McClelland and other members of the ARRIS leadership team joining the combined company.

CommScope will remain headquartered in Hickory, NC, and the combined company will maintain a significant presence in Suwanee, GA. Upon completion of the transaction, CommScope will continue to be led by an experienced board of directors and management team that leverage the strengths of both companies.

Approvals

The transaction, which is expected to close in the first half of 2019, is subject to the satisfaction of customary closing conditions; expiration or termination of the applicable waiting period under the US Hart-Scott-Rodino Antitrust Improvements Act; receipt of certain regulatory approvals; and approval by ARRIS shareholders.

Advisors

Allen & Company LLC, Deutsche Bank, J.P. Morgan Securities LLC, and BofA Merrill Lynch are serving as financial advisors to CommScope, and Alston & Bird LLP, Latham & Watkins LLP, Cravath, Swaine & Moore LLP, Pinsent Masons LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal counsel. Evercore is serving as financial advisor to ARRIS. Troutman Sanders LLP, Herbert Smith Freehills LLP and Hogan Lovells LLP are serving as legal counsel to ARRIS. Simpson, Thacher & Bartlett LLP is serving as Carlyle’s legal counsel.

Conference Call and Webcast

CommScope and ARRIS will host a conference call today, November 8, 2018, at 8:30 a.m. ET to discuss the transaction. The conference call can be accessed by dialing +1 844-397-6169 (U.S. and Canada only) or +1 478-219-0508 and giving the passcode 1458698.

A live webcast of the conference call will be available on the investor relations section of each company’s website at ir.commscope.com and ir.arris.com. The webcast will be archived on the investor relations section of each company’s website.

Presentation and Infographic

Associated presentation materials and an infographic regarding the transaction will be available on the investor relations section of each company’s website at www.commscope.com and www.arris.com.

* * * * *

About CommScope

CommScope (NASDAQ: COMM) helps design, build and manage wired and wireless networks around the world. As a communications infrastructure leader, we shape the always-on networks of tomorrow. For more than 40 years, our global team of greater than 20,000 employees, innovators and technologists have empowered customers in all regions of the world to anticipate what’s next and push the boundaries of what’s possible. Discover more at http://www.commscope.com/
Follow us on Twitter and LinkedIn and like us on Facebook.

Sign up for our press releases and blog posts.

About ARRIS

ARRIS International plc (NASDAQ: ARRS) is powering a smart, connected world. The company’s leading hardware, software and services transform the way that people and businesses stay informed, entertained and connected. For more information, visit www.arris.com.

For the latest ARRIS news:

Financial metrics presented are adjusted to exclude purchase accounting charges, transaction and integration costs and other special items.

Caution Regarding Forward Looking Statements

This press release or any other oral or written statements made by CommScope or ARRIS, or on either company’s behalf, may include forward-looking statements that reflect the current views of CommScope and/or ARRIS (collectively, “us,” “we,” or “our”) with respect to future events and financial performance, including the proposed acquisition by CommScope of ARRIS. These statements may discuss goals, intentions or expectations as to future plans, trends, events, results of operations or financial condition or otherwise, in each case, based on current beliefs of our management, as well as assumptions made by, and information currently available to, such management. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.

These statements are subject to various risks and uncertainties, many of which are outside of our control, including, without limitation: dependence on customers’ capital spending on data and communication systems; concentration of sales among a limited number of customers and channel partners; changes in technology; industry competition and the ability to retain customers through product innovation, introduction and marketing; risks associated with sales through channel partners; changes to the regulatory environment in which our customers operate; product quality or performance issues and associated warranty claims; the ability to maintain effective management information systems and to implement major systems initiatives successfully; cyber-security incidents, including data security breaches, ransomware or computer viruses; the risk our global manufacturing operations suffer production or shipping delays, causing difficulty in meeting customer demands; the risk that internal production capacity or that of contract manufacturers may be insufficient to meet customer demand or quality standards; changes in cost and availability of key raw materials, components and commodities and the potential effect on customer pricing; risks associated with dependence on a limited number of key suppliers for certain raw materials and components; the risk that contract manufacturers we rely on encounter production, quality, financial or other difficulties; our ability to integrate and fully realize anticipated benefits from prior or future acquisitions or equity investments; potential difficulties in realigning global manufacturing capacity and capabilities among global manufacturing facilities or those of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions; substantial indebtedness and maintaining compliance with debt covenants; our ability to incur additional indebtedness; our ability to generate cash to service our indebtedness; possible future impairment charges for fixed or intangible assets, including goodwill; income tax rate variability and ability to recover amounts recorded as deferred tax assets; our ability to attract and retain qualified key employees; labor unrest; obligations under defined benefit employee benefit plans may require plan contributions in excess of current estimates; significant international operations exposing us to economic, political and other risks, including the impact of variability in foreign exchange rates; our ability to comply with governmental anti-corruption laws and regulations and export and import controls worldwide; our ability to compete in international markets due to export and import controls to which we may be subject; the impact of the U.K. invoking Article 50 of the Lisbon Treaty to leave the European Union; changes in the laws and policies in the United States affecting trade, including recently enacted tariffs on imports from China, as well as the risks and uncertainties related to tariffs or a potential global trade war that may impact our products; costs of protecting or defending intellectual property; costs and challenges of compliance with domestic and foreign environmental laws; the impact of litigation and similar regulatory proceedings that we are involved in or may become involved in, including the costs of such litigation; risks associated with stockholder activism, which could cause us to incur significant expense, hinder execution of our business strategy and impact the trading value of our securities; and other factors beyond our control. These risks and uncertainties may be magnified by CommScope’s acquisition of ARRIS, and such statements are also subject to the risks and uncertainties related to ARRIS’ business.

Such forward-looking statements are subject to additional risks and uncertainties related to CommScope’s proposed acquisition of ARRIS, many of which are outside of our control, including, without limitation: failure to obtain applicable regulatory approvals in a timely manner, on acceptable terms or at all, or to satisfy the other closing conditions to the proposed acquisition; the risk that CommScope will not successfully integrate ARRIS or that CommScope will not realize estimated cost savings, synergies, growth or other anticipated benefits, or that such benefits may take longer to realize than expected; risks relating to unanticipated costs of integration; the potential impact of announcement or consummation of the proposed acquisition on relationships with third parties, including customers, employees and competitors; failure to manage potential conflicts of interest between or among customers; integration of information technology systems; conditions in the credit markets that could impact the costs associated with financing the acquisition; the possibility that competing offers will be made; and other factors beyond our control.

These and other factors are discussed in greater detail in the reports filed by CommScope and ARRIS with the U.S. Securities and Exchange Commission, including CommScope’s Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Report on Form 10-Q for the period ended September 30, 2018 and ARRIS’ Quarterly Report on Form 10-Q for the period ended June 30, 2018. Although the information contained in this press release represents our best judgment as of the date hereof based on information currently available and reasonable assumptions, neither CommScope nor ARRIS can give any assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date made. Neither CommScope nor ARRIS are undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this report, except as otherwise may be required by law.

Non-GAAP Financial Measures

CommScope and ARRIS’ management believe that presenting certain non-GAAP financial measures provides meaningful information to investors in understanding operating results and may enhance investors’ ability to analyze financial and business trends. Non-GAAP measures are not a substitute for GAAP measures and should be considered together with the GAAP financial measures. As calculated, CommScope and ARRIS’ non-GAAP measures may not be comparable to other similarly titled measures of other companies. In addition, CommScope and ARRIS’ management believe that these non-GAAP financial measures allow investors to compare period to period more easily by excluding items that could have a disproportionately negative or positive impact on results in any particular period. GAAP to non-GAAP reconciliations for historical periods are included in the reports CommScope and ARRIS file with the U.S. Securities and Exchange Commission.

Important Additional Information Regarding the Transaction and Where to Find It

In connection with the proposed transaction, ARRIS will prepare a proxy statement to be filed with the Securities and Exchange Commission (the “SEC”). When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of ARRIS. INVESTORS AND STOCKHOLDERS OF ARRIS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, INCLUDING ARRIS’ PROXY STATEMENT WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Those documents, if and when filed, as well as ARRIS’ other public filings with the SEC may be obtained without charge at the SEC’s web site, http://www.sec.gov, or at ARRIS’ website at http://ir.arris.com. ARRIS’ stockholders and other interested parties 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 to ARRIS Investor Relations, 3871 Lakefield Drive, Suwanee, GA 30024 or at http://ir.arris.com.

Participants in the Solicitation

ARRIS and its directors and certain of its executive officers, and CommScope and its directors and certain of its executive officers, may be deemed to be participants in the solicitation of proxies from ARRIS’ stockholders in connection with the proposed transaction. Information about the directors and executive officers of ARRIS is set forth in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on March 23, 2018, and its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on March 23, 2018. Information about the directors and executive officers of CommScope is set forth in the proxy statement for CommScope’s 2018 annual meeting of stockholders, which was filed with the SEC on March 20, 2018. Additional information regarding potential participants in the solicitation of proxies from ARRIS’ stockholders and a description of their direct and indirect interests, by security holdings or otherwise, will be included in ARRIS’ proxy statement when it is filed.

Contacts

News Media Contacts:
Rick Aspan, CommScope
+1 708-236-6568 or publicrelations@commscope.com
or

Jeanne Russo, ARRIS
+1 215-323-1880 or jeanne.russo@arris.com
or

Investor Contacts:
Kevin Powers, CommScope
+1 828-323-4970

or

Bob Puccini, ARRIS
+1 720-895-7787 or bob.puccini@arris.com

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CommScope to Acquire ARRIS:

Carlyle

CommScope to Acquire ARRIS: Approximately $7.4 Billion Transaction Accelerates CommScope Vision to Shape Communications Networks of the Future

Transaction More Than Doubles Expected Product Addressable Market to Greater Than $60 Billion

Expected to Generate Approximately $1 Billion in Cash Flow from Operations1 and Be More Than 30 Percent Accretive to Adjusted EPS in First Full Year after Closing

Expect More than $150 Million in Annual Cost Synergies Within Three Years

The Carlyle Group Reestablishes Ownership Position in CommScope with $1 Billion Minority Investment

HICKORY, N.C. & SUWANEE, Ga.— CommScope (NASDAQ: COMM), a global leader in infrastructure solutions for communications networks, has agreed to acquire ARRIS International plc (NASDAQ: ARRS), a global leader in entertainment and communications solutions, in an all-cash transaction for $31.75 per share, or a total purchase price of approximately $7.4 billion, including the repayment of debt.

In addition, The Carlyle Group, a global alternative asset manager, has reestablished an ownership position in CommScope through a $1 billion minority equity investment as part of CommScope’s financing of the transaction.

The combination of CommScope and ARRIS, on a pro forma basis, would create a company with approximately $11.3 billion in revenue and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of approximately $1.8 billion, based on results for the two companies for the 12 months ended September 30, 2018.

The combined company is expected to drive profitable growth in new markets, shape the future of wired and wireless communications, and position the new company to benefit from key industry trends, including network convergence, fiber and mobility everywhere, 5G, Internet of Things and rapidly changing network and technology architectures.

ARRIS, an innovator in broadband, video and wireless technology, combines hardware, software and services to enable advanced video experiences and constant connectivity across a variety of environments – for service providers, commercial verticals, small enterprises and the people they serve. ARRIS has strong leadership positions in the three segments in which it operates:

  • Customer Premises Equipment (CPE), featuring access devices such as broadband modems, gateways and routers and video set-tops and gateways;
  • Network & Cloud (N&C), combining broadband and video infrastructure with cloud-based software solutions; and
  • Enterprise Networks, incorporating the recently acquired Ruckus Wireless® and ICX Switch® businesses, and focusing on wireless and wired connectivity, including Citizens Broadband Radio Service solutions.

For the 12 months ended September 30, 2018, ARRIS generated revenues of approximately $6.7 billion, consisting of $3.9 billion from CPE, $2.2 billion from N&C and $568 million from Enterprise Networks (reflecting only a partial year of Ruckus since its acquisition in December 2017).

“After a comprehensive evaluation of our business and the evolving industry we operate in, we are confident that combining with ARRIS is the best path forward for CommScope to grow and provide the greatest returns for shareholders,” said Eddie Edwards, president and chief executive officer, CommScope. “CommScope and ARRIS will bring together a unique set of complementary assets and capabilities that enable end-to-end wired and wireless communications infrastructure solutions that neither company could otherwise achieve on its own. With ARRIS, we will access new and growing markets, and have greater technology, solutions and employee talent that will provide additional value and benefit to our customers and partners.

“CommScope and ARRIS share a customer-first culture that emphasizes innovation, made possible by incredibly talented and experienced teams of people. As we have with numerous transactions in the past, we expect to work together with Bruce McClelland and the ARRIS team to create a best-in-class management team and achieve a seamless integration. Together, CommScope and ARRIS will be well positioned to serve a more diverse set of customers and generate substantial value for our shareholders.”

ARRIS Chief Executive Officer Bruce McClelland said, “CommScope is an ideal partner for ARRIS. In addition to providing immediate and substantial cash value to our shareholders, we are excited for what this combination will deliver for our customers, partners and employees around the world. Today’s agreement is a testament to the strength of ARRIS: our leading technology, talented employees and established competitive position. With CommScope, we expect to further advance ARRIS’ strategy to drive innovation across our iconic brands and pioneer the standards and pathways for tomorrow’s personalized, connected always-on consumer experience. ARRIS will become part of an even stronger, more global industry leader, and I look forward to working with the CommScope team to achieve great results for the combined company.”

Transaction is a critical step in fueling growth, shareholder value and customer benefits:

  • Positioned to Capitalize on Positive Industry Trends: The combined company will be well positioned to benefit from key industry trends by combining best-in-class capabilities in network access technology and infrastructure and creating end-to-end and comprehensive solutions. We believe trends such as network convergence, fiber and mobility everywhere, the advent of 5G and fixed wireless access, Internet of Things and rapidly changing network and technology architectures will provide compelling long-term opportunities for the combined company and its unique end-to-end communications infrastructure capabilities.
  • Unlocks Significant, High-Growth Segments and Increases Product Addressable Market: The company expects to more than double its total product addressable market to more than $60 billion, with a unique set of complementary assets and capabilities that enable end-to-end communications infrastructure solutions such as:
    • Converged small cell solutions for licensed and unlicensed wireless spectrum;
    • Complementary wired and wireless communications infrastructure;
    • Integrated broadband access;
    • Private network solutions for industrial, enterprises and public venues; and
    • Comprehensive connected and smart home solutions.
  • Expanded Product Offerings and R&D Capabilities to Meet Diversified Customer Base: CommScope and ARRIS will share strong technical expertise with approximately 15,000 patents and approximately $800 million in average annual research and development investments. With a stronger global footprint, the combined company is expected to serve customers across more than 150 countries.
  • Strong Financial Profile with Cost Savings Opportunities: For the 12 months ended September 30, 2018, on a pro forma basis, the combined company would have generated revenues of approximately $11.3 billion with adjusted EBITDA of approximately $1.8 billion. As a result of the combined company’s increased scale, CommScope expects to achieve annual run-rate cost savings of at least $150 million within three years post-close, with synergies of more than $60 million expected to be realized in the first full year after closing and more than $125 million expected to be realized after the second year post-close, driven from natural synergies primarily in direct procurement and SG&A.
  • Significantly Accretive to CommScope’s Earnings: The transaction is expected to be more than 30 percent accretive to CommScope’s adjusted earnings per share by the end of the first full year after closing, excluding purchase accounting charges, transition costs and other special items.
  • Maintains CommScope’s Strong Balance Sheet, Credit Position and Financial Flexibility: With a unique set of complementary assets and capabilities that enable end-to-end communications infrastructure solutions, the combined company is expected to generate approximately $1 billion in cash flow from operations1 in the first full year after closing. Upon completion of the transaction, CommScope’s net leverage (debt less cash) ratio based on pro forma adjusted EBITDA1 for the 12 months ended September 30, 2018 is expected to be 5.1x, including full run-rate synergies of $150 million. Given the increased scale and cash flow generation, as well as both companies’ track records of successful integration, CommScope expects to rapidly de-lever, targeting a net leverage ratio of approximately 4.0x in the second full year after closing. Long term, the company is targeting a net leverage ratio of 2.0x to 3.0x.

Terms and Financing

The per share cash consideration represents a premium of approximately 27 percent to the volume weighted average closing price of ARRIS’ common stock for the 30 trading days ended October 23, 2018, the day prior to market rumors regarding a potential transaction.

The transaction is not subject to a financing condition. CommScope expects to finance the transaction through a combination of cash on hand, borrowings under existing credit facilities and approximately $6.3 billion of incremental debt for which it has received debt financing commitments from J.P. Morgan Securities LLC, BofA Merrill Lynch and Deutsche Bank Securities Inc.

In addition, The Carlyle Group, a former CommScope owner, is reestablishing a minority ownership position in the company through a $1 billion equity investment, equal to approximately 16 percent of CommScope’s outstanding shares.

“We are delighted to resume our collaboration with CommScope’s accomplished management team,” said Cam Dyer, Carlyle managing director and global co-head of Technology, Media and Telecom. “We believe in the company’s long-term strategy, customer-centric culture and ability to deliver results. This optimism has fueled our desire to be a part of such a promising transaction with ARRIS.”

Leadership and Headquarters

Following completion of the combination, Eddie Edwards will continue in his role as president and chief executive officer of CommScope, with Bruce McClelland and other members of the ARRIS leadership team joining the combined company.

CommScope will remain headquartered in Hickory, NC, and the combined company will maintain a significant presence in Suwanee, GA. Upon completion of the transaction, CommScope will continue to be led by an experienced board of directors and management team that leverage the strengths of both companies.

Approvals

The transaction, which is expected to close in the first half of 2019, is subject to the satisfaction of customary closing conditions; expiration or termination of the applicable waiting period under the US Hart-Scott-Rodino Antitrust Improvements Act; receipt of certain regulatory approvals; and approval by ARRIS shareholders.

Advisors

Allen & Company LLC, Deutsche Bank, J.P. Morgan Securities LLC, and BofA Merrill Lynch are serving as financial advisors to CommScope, and Alston & Bird LLP, Latham & Watkins LLP, Cravath, Swaine & Moore LLP, Pinsent Masons LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal counsel. Evercore is serving as financial advisor to ARRIS. Troutman Sanders LLP, Herbert Smith Freehills LLP and Hogan Lovells LLP are serving as legal counsel to ARRIS. Simpson, Thacher & Bartlett LLP is serving as Carlyle’s legal counsel.

Conference Call and Webcast

CommScope and ARRIS will host a conference call today, November 8, 2018, at 8:30 a.m. ET to discuss the transaction. The conference call can be accessed by dialing +1 844-397-6169 (U.S. and Canada only) or +1 478-219-0508 and giving the passcode 1458698.

A live webcast of the conference call will be available on the investor relations section of each company’s website at ir.commscope.com and ir.arris.com. The webcast will be archived on the investor relations section of each company’s website.

Presentation and Infographic

Associated presentation materials and an infographic regarding the transaction will be available on the investor relations section of each company’s website at www.commscope.com and www.arris.com.

* * * * *

About CommScope

CommScope (NASDAQ: COMM) helps design, build and manage wired and wireless networks around the world. As a communications infrastructure leader, we shape the always-on networks of tomorrow. For more than 40 years, our global team of greater than 20,000 employees, innovators and technologists have empowered customers in all regions of the world to anticipate what’s next and push the boundaries of what’s possible. Discover more at http://www.commscope.com/
Follow us on Twitter and LinkedIn and like us on Facebook.

Sign up for our press releases and blog posts.

About ARRIS

ARRIS International plc (NASDAQ: ARRS) is powering a smart, connected world. The company’s leading hardware, software and services transform the way that people and businesses stay informed, entertained and connected. For more information, visit www.arris.com.

For the latest ARRIS news:

Financial metrics presented are adjusted to exclude purchase accounting charges, transaction and integration costs and other special items.

Caution Regarding Forward Looking Statements

This press release or any other oral or written statements made by CommScope or ARRIS, or on either company’s behalf, may include forward-looking statements that reflect the current views of CommScope and/or ARRIS (collectively, “us,” “we,” or “our”) with respect to future events and financial performance, including the proposed acquisition by CommScope of ARRIS. These statements may discuss goals, intentions or expectations as to future plans, trends, events, results of operations or financial condition or otherwise, in each case, based on current beliefs of our management, as well as assumptions made by, and information currently available to, such management. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.

These statements are subject to various risks and uncertainties, many of which are outside of our control, including, without limitation: dependence on customers’ capital spending on data and communication systems; concentration of sales among a limited number of customers and channel partners; changes in technology; industry competition and the ability to retain customers through product innovation, introduction and marketing; risks associated with sales through channel partners; changes to the regulatory environment in which our customers operate; product quality or performance issues and associated warranty claims; the ability to maintain effective management information systems and to implement major systems initiatives successfully; cyber-security incidents, including data security breaches, ransomware or computer viruses; the risk our global manufacturing operations suffer production or shipping delays, causing difficulty in meeting customer demands; the risk that internal production capacity or that of contract manufacturers may be insufficient to meet customer demand or quality standards; changes in cost and availability of key raw materials, components and commodities and the potential effect on customer pricing; risks associated with dependence on a limited number of key suppliers for certain raw materials and components; the risk that contract manufacturers we rely on encounter production, quality, financial or other difficulties; our ability to integrate and fully realize anticipated benefits from prior or future acquisitions or equity investments; potential difficulties in realigning global manufacturing capacity and capabilities among global manufacturing facilities or those of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions; substantial indebtedness and maintaining compliance with debt covenants; our ability to incur additional indebtedness; our ability to generate cash to service our indebtedness; possible future impairment charges for fixed or intangible assets, including goodwill; income tax rate variability and ability to recover amounts recorded as deferred tax assets; our ability to attract and retain qualified key employees; labor unrest; obligations under defined benefit employee benefit plans may require plan contributions in excess of current estimates; significant international operations exposing us to economic, political and other risks, including the impact of variability in foreign exchange rates; our ability to comply with governmental anti-corruption laws and regulations and export and import controls worldwide; our ability to compete in international markets due to export and import controls to which we may be subject; the impact of the U.K. invoking Article 50 of the Lisbon Treaty to leave the European Union; changes in the laws and policies in the United States affecting trade, including recently enacted tariffs on imports from China, as well as the risks and uncertainties related to tariffs or a potential global trade war that may impact our products; costs of protecting or defending intellectual property; costs and challenges of compliance with domestic and foreign environmental laws; the impact of litigation and similar regulatory proceedings that we are involved in or may become involved in, including the costs of such litigation; risks associated with stockholder activism, which could cause us to incur significant expense, hinder execution of our business strategy and impact the trading value of our securities; and other factors beyond our control. These risks and uncertainties may be magnified by CommScope’s acquisition of ARRIS, and such statements are also subject to the risks and uncertainties related to ARRIS’ business.

Such forward-looking statements are subject to additional risks and uncertainties related to CommScope’s proposed acquisition of ARRIS, many of which are outside of our control, including, without limitation: failure to obtain applicable regulatory approvals in a timely manner, on acceptable terms or at all, or to satisfy the other closing conditions to the proposed acquisition; the risk that CommScope will not successfully integrate ARRIS or that CommScope will not realize estimated cost savings, synergies, growth or other anticipated benefits, or that such benefits may take longer to realize than expected; risks relating to unanticipated costs of integration; the potential impact of announcement or consummation of the proposed acquisition on relationships with third parties, including customers, employees and competitors; failure to manage potential conflicts of interest between or among customers; integration of information technology systems; conditions in the credit markets that could impact the costs associated with financing the acquisition; the possibility that competing offers will be made; and other factors beyond our control.

These and other factors are discussed in greater detail in the reports filed by CommScope and ARRIS with the U.S. Securities and Exchange Commission, including CommScope’s Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Report on Form 10-Q for the period ended September 30, 2018 and ARRIS’ Quarterly Report on Form 10-Q for the period ended June 30, 2018. Although the information contained in this press release represents our best judgment as of the date hereof based on information currently available and reasonable assumptions, neither CommScope nor ARRIS can give any assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date made. Neither CommScope nor ARRIS are undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this report, except as otherwise may be required by law.

Non-GAAP Financial Measures

CommScope and ARRIS’ management believe that presenting certain non-GAAP financial measures provides meaningful information to investors in understanding operating results and may enhance investors’ ability to analyze financial and business trends. Non-GAAP measures are not a substitute for GAAP measures and should be considered together with the GAAP financial measures. As calculated, CommScope and ARRIS’ non-GAAP measures may not be comparable to other similarly titled measures of other companies. In addition, CommScope and ARRIS’ management believe that these non-GAAP financial measures allow investors to compare period to period more easily by excluding items that could have a disproportionately negative or positive impact on results in any particular period. GAAP to non-GAAP reconciliations for historical periods are included in the reports CommScope and ARRIS file with the U.S. Securities and Exchange Commission.

Important Additional Information Regarding the Transaction and Where to Find It

In connection with the proposed transaction, ARRIS will prepare a proxy statement to be filed with the Securities and Exchange Commission (the “SEC”). When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of ARRIS. INVESTORS AND STOCKHOLDERS OF ARRIS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, INCLUDING ARRIS’ PROXY STATEMENT WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Those documents, if and when filed, as well as ARRIS’ other public filings with the SEC may be obtained without charge at the SEC’s web site, http://www.sec.gov, or at ARRIS’ website at http://ir.arris.com. ARRIS’ stockholders and other interested parties 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 to ARRIS Investor Relations, 3871 Lakefield Drive, Suwanee, GA 30024 or at http://ir.arris.com.

Participants in the Solicitation

ARRIS and its directors and certain of its executive officers, and CommScope and its directors and certain of its executive officers, may be deemed to be participants in the solicitation of proxies from ARRIS’ stockholders in connection with the proposed transaction. Information about the directors and executive officers of ARRIS is set forth in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on March 23, 2018, and its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on March 23, 2018. Information about the directors and executive officers of CommScope is set forth in the proxy statement for CommScope’s 2018 annual meeting of stockholders, which was filed with the SEC on March 20, 2018. Additional information regarding potential participants in the solicitation of proxies from ARRIS’ stockholders and a description of their direct and indirect interests, by security holdings or otherwise, will be included in ARRIS’ proxy statement when it is filed.

Contacts

News Media Contacts:
Rick Aspan, CommScope
+1 708-236-6568 or publicrelations@commscope.com
or

Jeanne Russo, ARRIS
+1 215-323-1880 or jeanne.russo@arris.com
or

Investor Contacts:
Kevin Powers, CommScope
+1 828-323-4970

or

Bob Puccini, ARRIS
+1 720-895-7787 or bob.puccini@arris.com

# # #

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IK invests in Infradata

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ik-investment-partners

IK Investment Partners (“IK”), a leading Pan-European private equity firm, is pleased to announce that the IK VIII Fund has acquired a majority stake in Infradata Group (“Infradata”) from Waterland Private Equity Fund V (“Waterland”). Infradata is a leading provider of cybersecurity and secure networking solutions across Europe. Financial terms of the transaction are not disclosed.

Infradata was founded in the Netherlands in 2004, where it continues to be headquartered. The company has an additional presence in Germany, UK, France (Nomios), Belgium, Poland and the US, with ambitious expansion plans. The company provides cybersecurity and secure networking solutions, from design and delivery to aftermarket support and managed services. Infradata supports many large blue-chip clients with high security and data requirements across the industrial, advanced manufacturing, financial, telecommunications and e-commerce sectors.

Infradata

As part of the transaction, Infradata’s founder and CEO, Leon de Keijzer will transition to the Board of Directors. Nino Tomovski, currently International Vice President, will be appointed CEO of Infradata as of 1 January 2019.

Leon de Keijzer, Founder of Infradata commented: “I have been proud to lead Infradata since its inception and during its period of transformation from a local player in the Netherlands to a European sector leader. Given IK’s understanding of our sector paired with their extensive history of building and growing European businesses, we are very happy with them as a new shareholder.”

Nino Tomovski, incoming CEO of Infradata said: “I am very pleased to take on the role of CEO and work together with IK to build the largest and most trusted cyber security player in Europe.”

Wouter Roduner, Partner at Waterland commented: “We’re very proud to have supported Infradata in the second phase of its European expansion from 3 to 7 countries, having more than tripled the company in size as a result. We wish Nino, Leon, IK, and the broader Infradata team the best of luck in continuing this successful growth trajectory.”

Norman Bremer, Partner at IK Investment Partners said: “Our decision to back Infradata was driven by two prominent megatrends, namely the increase of cybersecurity threats in recent years, and rising data consumption. We are excited to be backing a management team with a fantastic track record and a highly innovative service offering. We are especially impressed with the company’s multi-country footprint and its outstanding people. We look forward to helping expand Infradata’s capabilities both through organic and acquisitive growth opportunities and building it into a truly European leader.”

For further questions, please contact:

Infradata
Richard Landman
Phone: +31 71 750 1525
Richard.landman@infradata.com

IK Investment Partners
Mikaela Murekian
Director Communications & ESG
Phone: +44 77 87 573 566
mikaela.murekian@ikinvest.com

About Infradata
Founded by Leon de Keijzer in 2004, Infradata is a leading pan-European provider of secure networking and cybersecurity solutions. The company is headquartered in Leiden, the Netherlands. For more information, visit www.infradata.com.

About IK Investment Partners
IK Investment Partners (“IK”) is a Pan-European private equity firm focused on investments in the Nordics, DACH region, France, and Benelux. Since 1989, IK has raised more than €9.5 billion of capital and invested in over 116 European companies. IK funds support companies with strong underlying potential, partnering with management teams and investors to create robust, well-positioned businesses with excellent long-term prospects. For more information, visit www.ikinvest.com

About Waterland Private Equity
Waterland is an independent private equity investment group that acts as an active shareholder in its portfolio companies, playing a key role in their strategic and operational development, growth and performance. Waterland has offices in Belgium (Antwerp), the Netherlands (Bussum), UK (Manchester), Germany (Munich and Hamburg), Denmark (Copenhagen), Switzerland (Zürich) and Poland (Warsaw) and currently manages €6 billion of investor commitments. To date, Waterland has made investments in over 470 companies.

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Carlyle Makes Strategic Investment in iCapital Network

Carlyle

Underscores value of market-leading technology in providing advisor access to alternative investments

NEW YORK — iCapital Network, the financial technology platform democratizing alternative investments, today announced that The Carlyle Group (NASDAQ: CG) has invested in the company as a strategic partner.

The firm joins BlackRock (NYSE: BLK), The Blackstone Group (NYSE: BX), BNY Mellon (NYSE: BK), Credit Suisse Group AG, JPMorgan Chase & Co(NYSE: JPM), Morgan Stanley Investment Management (NYSE: MS), and UBS Financial Services, Inc. (NYSE: UBS) as a strategic partner and investor, further expanding the consortium of industry leaders aligned with iCapital’s development of an industry standard technology solution for alternative investments.

iCapital’s modular technology and service platform is purpose-built to provide an end-to-end solution that is fully configurable, highly scalable, and able to support the unique subscription, administration, and reporting processes for private equity, private credit, hedge funds, and other alternative investments. It is designed to overcome many of the long-standing challenges of investing in alternatives by using technology to streamline access, ease operational burdens, and improve the user experience, enabling iCapital’s partners to provide the highest level of service to their clients.

In addition to the investment, The Carlyle Group has also partnered with iCapital to leverage its proprietary technology to help manage Carlyle’s operations and administration of its private equity vehicles targeting the wealth management marketplace.

“We are fortunate to have The Carlyle Group as a strategic partner at both the financial and commercial level supporting our efforts to advance industry standards for accessing alternative investments,” said Lawrence Calcano, Chief Executive Officer of iCapital Network. “It’s an exciting time to be involved in the alternative investment industry and this announcement underscores the confidence placed in iCapital, and in our ability to achieve our goal of streamlining access to alternatives and automating the industry overall.”

“Carlyle has developed a strong relationship with the team at iCapital as they’ve rapidly grown from a fintech startup to an established leader working with some of the most respected participants in alternatives,” said Norma Kuntz, Managing Director and the Global Head of Fund Management at The Carlyle Group. “Using technology to improve operational processes and infrastructure, iCapital’s platform is a potential game-changer for the industry.”

Paul Ferraro, Managing Director and Head of Carlyle’s Private Client group, added, “We have seen firsthand how iCapital’s technology facilitates access to alternative investments for high net worth clients and eases fund administration for GPs. Their technology has become the standard in the marketplace. We look forward to enhancing our relationship with iCapital and working together to help shape the future of this important channel.”

Carlyle’s investment came from its balance sheet.

* * * * *

About iCapital Network

iCapital Network is the financial technology platform democratizing alternative investments with complete tech-based solutions for investors, advisors and asset managers. The firm’s flagship platform offers high-net-worth investors and independent wealth advisors a curated menu of private equity and hedge funds at lower minimums with a full suite of due diligence and administrative support in a secure digital environment. Banks and asset managers leverage iCapital’s tech-enabled services to streamline and scale their private investments operational infrastructure. iCapital was included in the 2018 Forbes FinTech 50 and as of June 30, 2018, serviced more than $6 billion in invested capital across more than 14,000 underlying accounts.

For additional information, please visit the Company’s website at www.icapitalnetwork.com | LinkedIn: https://www.linkedin.com/company/icapital-network-inc | Twitter: @icapitalnetwork | Facebook: https://www.facebook.com/icapitalnetwork/

About The Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global alternative asset manager with $212 billion of assets under management across 339 investment vehicles as of September 30, 2018. Carlyle’s purpose is to invest wisely and create value on behalf of its investors, many of whom are public pensions. Carlyle invests across four segments – Corporate Private Equity, Real Assets, Global Credit and Investment Solutions – in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in various industries, including: aerospace, defense & government services, consumer & retail, energy, financial services, healthcare, industrial, real estate, technology & business services, telecommunications & media and transportation. The Carlyle Group employs more than 1,625 people in 31 offices across six continents.

Web: www.carlyle.com
Videos: www.youtube.com/onecarlyle
Tweets: www.twitter.com/onecarlyle
Podcasts: www.carlyle.com/about-carlyle/market-commentary

Disclosures: This material is provided for informational purposes only and is not intended as, and may not be relied on in any manner as, legal, tax or investment advice, a recommendation, or as an offer to sell, a solicitation of an offer to purchase or a recommendation of any interest in any fund or security offered by iCapital. Past performance is not indicative of future results. Alternative investments are complex, speculative investment vehicles and are not suitable for all investors. An investment in an alternative investment entails a high degree of risk and no assurance can be given that any alternative investment fund’s investment objectives will be achieved or that investors will receive a return of their capital. The information contained herein is subject to change. Securities may be offered through iCapital Securities, LLC, a registered broker dealer, member of FINRA and SIPC and subsidiary of Institutional Capital Network, Inc. iCapital is a registered trademark of Institutional Capital Network, Inc. All rights reserved.

Contacts

For iCapital Network media inquiries, please contact:
Emma Murphy
Tel 718-875-4545
Cell 347-968-6800
icapital@neibartgroup.com

or

Morgan Cretella
Tel 718-875-7606
Cell 919-602-2806
icapital@neibartgroup.com

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THOUGHT MACHINE announces strategic partnership with LLOYDS BANKING GROUP

IQ Capital

LLOYDS BANKING GROUP (LLOYDS) HAS TODAY ANNOUNCED A STRATEGIC PARTNERSHIP WITH THOUGHT MACHINE, AN INNOVATIVE FINTECH COMPANY, TO ACCELERATE THE DIGITAL TRANSFORMATION OF THE BANK’S BUSINESS.

Thought Machine has been developing innovative banking technology with the potential to bring significant improvements to the Group’s customers. This partnership is in line with Lloyds’ Strategic Review, announced earlier this year, and is consistent with its ongoing drive to enhance the customer experience, become more agile, and build on its market-leading efficiency.

Thought Machine is a UK-based growth stage technology company whose core product, Vault, is a cloud-native next generation banking platform. Over the past three years, the Thought Machine team has written Vault using the latest software engineering techniques to help simplify the technical and operational complexity of banking, whilst maintaining the advantages of security and reliability.

Since 2017, Lloyds has completed extensive testing and proofs of concept, and continues to work with Thought Machine to develop the capabilities of Vault. The new technology can provide customers with more tailored products, as well as enable faster development cycles and further digital banking improvements. Lloyds will enter into a development and deployment phase in 2019.

In conjunction with this partnership, Lloyds has made an £11 million investment in Thought Machine, representing a 10 per cent stake, as part of its ‘Series A’ £18 million investment round. Lloyds will continue to look at further investment opportunities to help accelerate the delivery of the ambitious transformation programme.

Read the full article originally published on lloydsbankinggroup.com her

 

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GP Bullhound invests in leading SaaS enabled B2B platform Partnerize

Gp Bullhound

GP Bullhound announces its investment in Partnerize, the leading provider of partner marketing software for global brands, in a $9MM round
The proceeds will be used for additional sales and marketing expansion and support further growth and development of a global partner ecosystem centred on the company’s SaaS partner management platform.

Partnerize joins existing GP Bullhound portfolio companies, including Slack, Spotify, Unity and Tradeshift, on the list of fast-growing, global businesses.

“GP Bullhound has been a great advocate for us over the years and they share our belief in the potential for partnerships at global scale,” said Mal Cowley, Partnerize Co-founder and CEO. “This additional funding enables us to invest aggressively in our platform, further expanding our technological lead, as we make partnerships a central component of every marketer’s strategy. It also enables us to invest in acquiring new customers, which in turn adds new partner relationships.”

Hugh Campbell, Managing Partner of GP Bullhound said: “We are excited to back Partnerize in its next stage of growth. Having known Mal and the team for many years, we have seen the business going from strength to strength. The company was able to build a strong and sustainable competitive advantage on the back of a long list of blue-chip customers, who have successfully on-boarded their partners onto the platform and are now in direct control of their own marketing campaigns”.

Enquiries
For enquiries, please contact Alon Kuperman, Director at GP Bullhound, at alon.kuperman@gpbullhound.com

About Partnerize
Partnerize helps the world’s leading brands build powerful business partnerships that drive extraordinary business growth. The Partnerize Partner Management Platform (PMP) is an end-to-end, SaaS-based solution for forming, managing, analyzing, and predicting the future results of partner marketing programs using artificial intelligence. Hundreds of the world’s largest brands leverage our real-time technology to manage more than $7B in partner programs and financial exchanges across 214 countries and territories worldwide. Partnerize is the trading name of the Performance Horizon group of companies. Founded in 2010, Partnerize has expanded to eight offices worldwide, with over 200 employees. The firm has built an ecosystem of more than 325,000 companies worldwide, including more than 300 leading global brands. To learn more about Partnerize and partner marketing, visit partnerize.com

About GP Bullhound
GP Bullhound is a leading technology advisory and investment firm, providing transaction advice and capital to the best entrepreneurs and founders. Founded in 1999, the firm today has offices in London, San Francisco, Stockholm, Berlin, Manchester, Paris, Hong Kong, Madrid and New York. For more information, please visit www.gpbullhound.com, or follow on Twitter @GPBullhound.

 

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ARDIAN acquires a majority stake in TRUSTTEAM from Naxicap

Ardian

Paris, November 5 2018. Ardian, a world-leading private investment house, today announces the acquisition from Naxicap of a majority stake in Trustteam, an integrated one-stop-shop ICT (Information & Communication Technology) provider for SMEs based in Courtrai, Belgium.

Founded in 2002 by its current CEO, Stijn Vandeputte, Trustteam offers a broad range of IT outsourcing solutions for SMEs, which includes infrastructure, datacenters, cybersecurity, communications, software and maintenance services. The Company, which has a wide customer base of around 1,500 clients, supports SMEs which have limited internal IT capabilities by acting as a trustworthy and reliable partner to run their IT systems. Thanks to the high efficiency of its operational staff, Trustteam has built a strong reputation for delivering high-quality services and has developed long-lasting relationships with its clients.

The Company has established a strong track record of growth and profitability since its creation, expanding through a combination of both organic and external growth with eight acquisitions completed over the past 10 years to extend its product portfolio and client base. Alongside Ardian, the Company aims to actively pursue and strengthen its Buy-and-build strategy, notably in cross-border countries such as France.

Stijn Vandeputte, CEO & Founder of Trustteam said: “Ever since our creation, Trustteam has been focusing on delivering exceptional client service, which has enabled us to have a robust growth. After the great journey with Naxicap, we are now very excited to continue our successful growth path together with Ardian. Ardian has a proven track record of developing companies and can support our further expansion both in Benelux and in France, notably through acquisitions.”

Arnaud Dufer, Head of Ardian Expansion France, added: “We have been impressed by Trustteam’s track record  and ambition to consolidate the business both in Belgium and in France. Indeed, Trustteam operates in a highly fragmented market which presents a number of build-up opportunities. The transaction fits perfectly with the investment strategy of Ardian Expansion which has a strong expertise in the implementation of ambitious Buy-and-Build strategies.”

Axel Bernia, Board Member of Naxicap Partners said: “It is with pride that we have supported Trustteam’s management in accelerating the company growth during the last four years. Trustteam has developed a high quality and efficient set of services that we helped to extend through acquisitions, and that we believe constitutes a robust platform for future growth. The company has reported a substantial revenue increase over the period, thereby consolidating its position as leader in the SME-oriented ICT sector. The arrival of a recognized shareholder such as Ardian demonstrates the quality of the project.”

ABOUT TRUSTTEAM

Trustteam is an all-round IT partner for SMEs, focusing on cloud solutions, hardware and networks, software, VoIP telephony and support.
Trustteam has two in-house managed data centres which are also ISO 27 001 certified. This means that Trustteam meets the most stringent information security requirements. The organization has been in operation since 2002, with offices in Belgium (Kortrijk and Heusden-Zolder), France (Paris) and Romania (Iași). With 120 employees and around 1,500 customers, Trustteam is a major player in the Belgian IT market.

ABOUT ARDIAN

Ardian is a world-leading private investment house with assets of US$72bn managed or advised in Europe, the Americas and Asia. The company is majority-owned by its employees. It keeps entrepreneurship at its heart and focuses on delivering excellent investment performance to its global investor base. Through its commitment to shared outcomes for all stakeholders, Ardian’s activities fuel individual, corporate and economic growth around the world. Holding close its core values of excellence, loyalty and entrepreneurship, Ardian maintains a truly global network, with more than 530 employees working from fourteen offices across Europe (Frankfurt, Jersey, London, Luxembourg, Madrid, Milan, Paris and Zurich), the Americas (New York, San Francisco and Santiago) and Asia (Beijing, Singapore, Tokyo). It manages funds on behalf of more than 750 clients through five pillars of investment expertise: Fund of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt.
Ardian on Twitter @Ardian

ABOUT NAXICAP PARTNERS

One of France’s leading private equity companies, Naxicap Partners – an affiliate of Natixis Investment Managers* – totals 3.2 billion euros of capital under management. As a committed and responsible investor, Naxicap Partners builds solid and constructive partnerships with entrepreneurs for the success of their projects. The company has 35 investment professionals and 5 offices in Paris, Lyon, Toulouse, Nantes and Frankfurt.
For more information visit: www.naxicap.fr

*ABOUT NATIXIS INVESTMENT MANAGERS

Natixis Investment Managers serves financial professionals with more insightful ways to construct portfolios. Powered by the expertise of 27 specialized investment managers globally, we apply Active ThinkingSM to deliver proactive solutions that help clients pursue better outcomes in all markets. Natixis ranks among the world’s largest asset management firms ($988.4B / €846.5 billion AUM).
Headquartered in Paris and Boston, Natixis Investment Managers is a subsidiary of Natixis. Listed on the Paris Stock Exchange, Natixis is a subsidiary of BPCE, the second-largest banking group in France. For additional information, please visit the company’s website at im.natixis.com.
Natixis Investment Managers includes all of the investment management and distribution entities affiliated with Natixis Distribution, L.P. and Natixis Investment Managers S.A.
Natixis Distribution, L.P. is a limited purpose broker-dealer and the distributor of various registered investment companies for which advisory services are provided by affiliates of Natixis Investment Managers.

LIST OF PARTICIPANTS

ARDIAN

Ardian Expansion: Arnaud Dufer, Maxime Séquier, Arthur de Salins, Romain Gautron, Claire d’Esquerre
Legal advisor: Laurius (David Ryckaert, Arnaud Vanitterbeek, Koen Van Cauter)
Commercial Due Diligence: Ernst & Young Parthenon (Etienne Costes, Hugo Den Breejen)
Financial, Tax, Social, IT Due Diligences and tax memo: Ernst & Young (Marc Guns, Roelant Bibbe, Cédric Van Damme, Nick Van Gils, Tim Cypers)
Insurance Due Diligence: Marsh (Jean-Marie Dargaignaratz, Denis Van Der Elst)

NAXICAP PARTNERS

Naxicap Partners: Axel Bernia, Zeineb Slimane, Gwendoline Lafarge
M&A advisor: Kumulus Partners (Henk Vivile, Bart Collier)
Legal Advisor: Stibbe (Dries Hommez)
Financial, Tax, Social and ESG Due Diligences: Deloitte (Philippe Serzec, Anthony Vinckier, Stijn Dingenen)

FINANCING

KBC (Jan Serneels)
ING (Karen De Vits)
Banks’ Legal Advisor: Jones Day (Laurent Vercauteren)
Trustteam’s Legal Advisor: Simont Braun (Vanessa Marquette)

PRESS CONTACTS

ARDIAN
Headland
Harriet Smith
Tel: +44 20 3435 7466
hsmith@headlandconsultancy.com
Naxicap Partners
Valérie Sammut
Tel: +33 4 72 10 87 99
valerie.sammut@naxicap.com

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Dispelix raises €12 million in Series A for the mass production ramp up of its next generation Augmented Reality (AR) see-through displays

Tesi

INVESTMENTS IN COMPANIES – 2.11.2018

Dispelix Ltd, the designer and manufacturer of its proprietary see-through displays for Augmented Reality, announces today the €12 million funding round from Lifeline Ventures, VTT Ventures, Finnish Industry Investment, 3M Ventures and an undisclosed investor. Earlier in 2016, Dispelix raised €1.7 million from Lifeline Ventures and VTT Ventures as a spin-out from VTT Technical Research Center of Finland.

“Our see-through display technology is now ready for the mass production ramp up. This is a remarkable milestone in product and process development. Unlike our competitors, we have chosen an approach based on using only one waveguide. Based on our ultra-thin display technology, it is possible to design AR glasses that are attractive in design and appeal to mainstream consumers”, comments Antti Sunnari, CEO and Co-Founder of Dispelix Ltd.

“Although the Dispelix see-through display is the thinnest on the market, we have not compromised the image quality: both eye-box and field-of-view are large, resolution is high and color balance is excellent. In addition, our technology platform enables mass customization of displays according to the individual needs of our customers”, comments Juuso Olkkonen, CTO and Co-Founder of Dispelix Ltd.

“Before Dispelix, Augmented Reality optics have been too bulky to wear, too costly to be embedded in consumer products and too difficult to manufacture in large volumes. Dispelix is the next generation that enables real growth in the industry”, comments Jyrki Saarinen, chairman of the board, professor and optics entrepreneur.

The Dispelix technology is currently being embedded into increasing number of customers’ products under development. The respective announcements are expected in 2019.

More information:
Antti Sunnari, CEO and Co-Founder
antti.sunnari@dispelix.com

Keith Bonnici, Investment Director, Tesi
keith.bonnici@tesi.fi
+358 40 179 9584

About Dispelix Ltd
Dispelix Ltd (http://www.dispelix.com) is the producer of high performance Augmented Reality see-through displays from high-end industrial applications to mass-market consumer products, thanks to manufacturing scalability and the resulting price points. The Augmented Reality technology by Dispelix is a result of five years of optics and manufacturing science and research at VTT Technical Research Centre of Finland, further developed by Dispelix since 2015. More information: www.dispelix.com

About Lifeline Ventures
At Lifeline Ventures, we invest in strong founders in sectors we know by heart from our experience as entrepreneurs. Due to our background, we often start working with founders before they have launched their first product. Our goal is to be the first person the entrepreneur reaches out to in times of trouble and joy. So far, we have invested in category-leading companies such as Applifier (acquired by Unity 3D), Enevo, NonStop Games (acquired by King.com), Moves app (acquired by Facebook), Supercell (acquired by Tencent), Umbra 3D and ZenRobotics. More information: www.lifelineventures.com

About VTT Technical Research Centre of Finland and VTT Ventures
VTT Technical Research Centre of Finland Ltd is one of Europe’s leading research, development and innovation organisations. We help our customers and society to grow and renew through applied research. The business sector and society in general benefit most from VTT when we solve challenges requiring world-class know-how together, and convert them into business opportunities. 
VTT Ventures is the venture arm of VTT with 20 companies in its portfolio. It spins out and invests in the most promising VTT technologies with strong founders. More information: www.vttventures.fi

About Tesi
Tesi (Finnish Industry Investment Ltd) is a venture capital and private equity company that accelerates companies’ success stories by investing in them directly and via funds. Tesi always invests together with other investors, providing them with access to high quality deal-flow in Finland. Our investments under management total €1.2 billion and we have altogether 700 companies in portfolio. www.tesi.fiwww.dtg.tesi.fi and @TesiFII

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IK Investment Partners to support SCHEMA Group

ik-investment-partners

IK Investment Partners (“IK”) is pleased to announce that the IK Small Cap II Fund together with the founders has reached an agreement to acquire SCHEMA Group (“SCHEMA” or “the Company”), a leading developer and provider of software solutions for demanding product- and process-related content. Financial terms of the transaction are not disclosed, and the completion of the transaction is subject to regulatory approval.

Founded in 1995 by Marcus Kesseler and Stefan Freisler, SCHEMA provides sophisticated component content management system (CCMS) software for creating modular documentation in technical content and other editing contexts and targets a broad range of different global industries such as engineering, pharmaceuticals and medical technology. CCMS solutions are required to efficiently master the high complexity when writing, managing, and publishing product-related content while at the same time ensuring process security. The software addresses the increasing global complexity created by tightening of regulations, digitalisation and globalisation trends as well as shorter product lifecycles. SCHEMA is an innovation leader and has set international industry standards regarding the range of features and standardisation of CCMS over the last 20 years. Its products enable customers to realise substantial cost and time savings and increase the content processes efficiency.

The acquisition of SCHEMA represents IK’s second investment in the DACH region for the newly established IK Small Cap II Fund. IK will work with the founders and SCHEMA’s management to accelerate the Company’s organic growth strategy in its existing and new markets and will continue to invest in its operations, product development, and sales activities.

Stefan Freisler, Founder of SCHEMA, said:
”We are very proud of the Company’s progress and the high loyalty of our customers. With IK we have found the right partner to further expand SCHEMA’s market position and embark on a new chapter.”

Marcus Kesseler, Founder of SCHEMA, commented:
”IK shares our vision for the future strategic roadmap and opportunities of SCHEMA. Their support and experience will be a true added value for our success and we look forward to working together with IK to continuously develop the Company and its product offering.”

Nils Pohlmann, Partner at IK Investment Partners and advisor to the IK Small Cap II Fund said:
“SCHEMA is an innovative niche market leader addressing global trends which will become fundamentally important to every company. Its impressive blue-chip and loyal client base demonstrates SCHEMA’s success in providing efficiency and cost benefits to its customers. We are excited to support the Company’s growth and expansion strategy going forward and to work closely with the founders and its strong management team.”

For further questions, please contact:

SCHEMA Group
Marcus Kesseler, Managing Director
Stefan Freisler, Managing Director
+49 911 586861 0

IK Investment Partners
Nils Pohlmann
Partner
Phone: +49 40 369 88 50

Mikaela Murekian
Director Communications & ESG
Phone: +44 77 87 573 566
mikaela.murekian@ikinvest.com

About SCHEMA Group
Founded by Marcus Kesseler and Stefan Freisler in 1995, the SCHEMA Group has been providing software solutions for complex documentation for more than 20 years. The Company is headquartered in Nuremberg, Germany. For more information, visit www.schema.de

About IK Investment Partners
IK Investment Partners (“IK”) is a Pan-European private equity firm focused on investments in the Nordics, DACH region, France, and Benelux. Since 1989, IK has raised more than €9.5 billion of capital and invested in over 120 European companies. IK funds support companies with strong underlying potential, partnering with management teams and investors to create robust, well-positioned businesses with excellent long-term prospects. For more information, visit www.ikinvest.com

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Omegapoint acquires Qurit AB

Priveq

31 October, 2018

Omegapoint Group AB – a leading information security and secure-application development consultant company has acquired Qurit AB, a specialized IT-consultant company within e-Health, Pharmaceutical and Life Science sectors.

Omegapoint will, based on the acquisition, accelerate the development of the business area e-Health and Pharmaceutical, to address a rapidly growing need for expert competence related to secure application development and IT-security in the rapidly growing digitized Healthcare value chain.

 

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