Bridgewater Systems to be Acquired by Amdocs
By Bridgewater Systems, PRNEThursday, June 16, 2011
OTTAWA, Ontario, June 17, 2011 -
Bridgewater Systems (TSX: BWC), (”Bridgewater” or the “Company”)
the global leader in intelligent broadband controls, today
announced that it has entered into a definitive agreement to be
acquired by Amdocs Limited (NYSE: DOX) through a plan of
arrangement for C$8.20 per share in cash (the “Arrangement”),
valuing the Company at approximately C$211 million. The agreement
is subject to Bridgewater shareholder approval, regulatory approval
and other closing conditions and is expected to close within
approximately 90 days.
“Becoming part of Amdocs would enable us to accelerate our
corporate growth strategy, centered around global expansion,
enabling the transformation to next generation converged networks,
portfolio and solution innovation, and leveraging our installed
base,” said Ed Ogonek, President and CEO, Bridgewater. “The natural
synergies between the Bridgewater and Amdocs product and solution
portfolios, coupled with Amdocs’ extensive tier 1 customer base and
global presence, would unleash innovative, policy-enabled customer
experience solutions to service providers worldwide.”
“This acquisition would build on Amdocs’ leadership in
delivering innovative solutions that change market paradigms.
It is a continuation of our strategy to support service providers
as they seek to transform their businesses in anticipation of
new market opportunities like 4G and machine-to-machine, and in
response to clear threats, such as the data explosion,” said Amdocs
Group President, Brian Shepherd.
Bridgewater’s Board of Directors, after receiving the
recommendation of its Strategy Committee and consulting with its
financial and legal advisors, has unanimously determined that the
Arrangement is in the best interest of the Company and its
shareholders and to recommend that Bridgewater shareholders vote in
favour of it. Jefferies & Company, Inc. acting as financial
advisor to the Board of Directors and the Strategy Committee has
provided an opinion that the consideration to be received by
Bridgewater shareholders is fair, from a financial point of view,
to Bridgewater shareholders. A complete copy of the opinion will be
appended to Bridgewater’s management proxy circular in respect of
the Arrangement.
The directors, senior officers and certain institutional
shareholders of Bridgewater, holding together approximately 24.8%
in the aggregate of the issued and outstanding common shares of
Bridgewater, have entered into support agreements under which they
have agreed to vote in favour of the Arrangement. In addition,
Crescendo Partners II, L.P. Series MI and Crescendo Partners III,
L.P. (collectively “Crescendo Partners”) have also entered into
support agreements under which they have agreed to vote in favour
of the Arrangement, which agreements relate to an aggregate of
2,650,400 common shares beneficially owned by Crescendo Partners,
which represent approximately 10.5% of the outstanding common
shares of Bridgewater.
“This transaction is in the best interest of our shareholders
and has the full support of the Board of Directors, senior
management and key shareholders,” said Terry Matthews, Chairman of
Bridgewater’s Board of Directors. “It provides shareholders with
immediate liquidity and fair value for their shares. Furthermore,
joining a large, international market leader in Amdocs would create
new growth opportunities for Bridgewater for the benefit of its
customers and employees.”
Additional Transaction Details
The cash consideration of C$8.20 per share to be received by
shareholders represents an implied premium of 30% to Bridgewater’s
closing share price of C$6.33 and an implied premium of 33% to the
20-day volume weighted average trading price of C$6.17 on the
Toronto Stock Exchange as at June 16, 2011.
The definitive agreement provides for, among other things, a
termination fee if the Arrangement is not completed in certain
specified circumstances.
The terms and conditions of the Arrangement will be summarized
in Bridgewater’s management proxy circular, which is expected to be
filed and mailed to Bridgewater shareholders in mid-July. The
Arrangement will be subject, among other things, to the approval of
at least 66 ⅔% of the votes cast at a special meeting of
Bridgewater shareholders to be called to consider the Arrangement.
In addition, the Arrangement will be subject to certain customary
conditions, including court approval, relevant regulatory approvals
and the absence of any material adverse effect with respect to the
Company.
The transaction is expected to close during the third quarter of
2011, subject to the satisfaction or waiver of various closing
conditions.
Jefferies & Company, Inc. is acting as exclusive financial
advisor to Bridgewater on this transaction.
About Bridgewater Systems
Bridgewater Systems, the leader in intelligent broadband
controls, provides pre-integrated solutions for mobile and
converged operators to transform their networks, optimize mobile
data growth, and innovate with new services. The
Bridgewater portfolio of carrier-grade products includes Service
Controller (AAA), Policy Controller (PCRF) and Home Subscriber
Server (HSS), anchored by a common identity and device management
system. More than 150 leading service providers worldwide
leverage Bridgewater to create and deliver profitable services to
consumer, enterprise, cloud and machine markets. For more
information, visit us at
Bridgewater, Bridgewater Systems, the Bridgewater Systems logo,
WideSpan, Smart Caps, and Subscriber Data Broker are trademarks or
registered trademarks of Bridgewater Systems Corporation. All
other company, product names and any registered and unregistered
trademarks mentioned are used for identification purposes only and
remain the exclusive property of their respective owners.
About Amdocs
Amdocs is the market leader in customer experience systems
innovation. The company combines business and operational support
systems, service delivery platforms, proven services and deep
industry expertise to enable service providers and their customers
to do more in the connected world. Amdocs’ offerings help service
providers explore new business models, differentiate through
personalized customer experiences and streamline operations. A
global company with revenue of approximately $3.0 billion in fiscal
2010, Amdocs has over 19,000 employees and serves customers in more
than 60 countries worldwide. For more information, visit Amdocs at
www.amdocs.com.
Forward-Looking Statements
This media release includes certain forward-looking statements
within the meaning of applicable securities laws relating to the
proposal to acquire Bridgewater. Any statements contained herein
that are not statements of historical facts may be deemed to be
forward-looking statements. The completion of the proposed
transaction is subject to a number of terms and conditions,
including, without limitation: (i) required Bridgewater shareholder
approval, (ii) necessary court approvals, and (iii) certain
termination rights available to the parties under the Arrangement
Agreement. These approvals may not be obtained, the other
conditions to the transaction may not be satisfied in accordance
with their terms, and/or the parties to the Arrangement Agreement
may exercise their termination rights, in which case the proposed
transaction could be modified, restructured or terminated, as
applicable. Readers are cautioned not to place undue reliance on
forward-looking statements. Actual results and developments may
differ materially from those contemplated by these statements
depending on, among other things, the risks that the parties will
not proceed with a transaction, that the ultimate terms of the
transaction will differ from those that are currently contemplated,
and that the transaction will not be successfully completed for any
reason (including the failure to obtain any required approvals).
Bridgewater does not intend, and disclaims any obligation, except
as required by law, to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise.
For further information:
Contacts
Investor Relations
Kim Butler, Chief Financial Officer
Bridgewater Systems
+1-613-591-9104 extension 6023
Craig Armitage
The Equicom Group Inc.
+1-416-815-0700 extension 278
Media Relations
Ann Hatchell, Director, Product and Solutions Marketing
Bridgewater Systems
+1-613-591-9104 extension 2030
David Sharpley, Senior VP, Marketing, Product Management &
Channels
Bridgewater Systems
+1-613-591-9104 ext: 2121
(BWC.)
.
Tags: Bridgewater Systems, canada, June 17, Ontario, Ottawa
