Telguard's parent company, Telular Corporation, Chicago, and Avista Capital Partners, New York, jointly announced that they entered into a definitive agreement providing for the acquisition of Telular for $12.61 per share net in cash and approximately $18.5 million in assumed net debt, or approximately $253 million in total consideration.
The purchase price represents a 31 percent premium to the closing share price on April 26, 2013, the last full trading day before the announcement, and a 27 percent premium to the 60-day average share price.
The proposed acquisition has fully committed financing and is currently expected to close within 50-75 days, the companies stated.
“This announcement represents a very positive event for our shareholders,” said Joe Beatty, chief executive officer of Telular. “We are proud of our nineteen years as a public company, during which we believe we have served our shareholders well, and the partnership with Avista will allow the company to expand and build on its success to date. For our customers, we will continue to deliver the best remote wireless monitoring and tracking solutions available in the markets we serve.”
Brendan Scollans, partner at Avista, said, "Telular's strong position in three rapidly growing machine-to-machine communications end markets and compelling recurring revenue business model make it a highly attractive platform for Avista. We are looking forward to working with Telular's talented management team to drive the next phase of the company's growth both organically and through acquisitions."
The board of directors of Telular unanimously approved the proposed acquisition by Avista. Beatty will remain as president and CEO until the closing of the proposed acquisition.
Under the definitive agreement, Telular may solicit superior proposals from third parties through May 29, 2013. It is not anticipated that any developments will be disclosed with regard to this process unless Telular’s board of directors makes a decision with respect to a potential superior proposal.
Oppenheimer & Co. Inc. is acting as exclusive financial advisor and Kelley Drye & Warren LLP and Covington & Burling LLP are acting as legal advisors to Telular. Kirkland & Ellis LLP is serving as legal advisor to Avista. SunTrust Robinson Humphrey Inc. is acting as financial advisor to Avista and has provided the debt financing commitment for the acquisition.