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Bridgewater Systems to be Acquired by Amdocs
OTTAWA, Ontario, June 17, 2011/PRNewswire/ --
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 ?% 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
http://www.bridgewatersystems.com.
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
http://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
kim.butler@bridgewatersystems.com
+1-613-591-9104 extension 6023
Craig Armitage
The Equicom Group Inc.
carmitage@equicomgroup.com
+1-416-815-0700 extension 278
Media Relations
Ann Hatchell, Director, Product and Solutions Marketing
Bridgewater Systems
Ann.Hatchell@bridgewatersystems.com
+1-613-591-9104 extension 2030
David Sharpley, Senior VP, Marketing, Product Management & Channels
Bridgewater Systems
David.Sharpley@bridgewatersystems.com
+1-613-591-9104 ext: 2121
(BWC.)
Source: Bridgewater Systems
.
Bridgewater Systems to be Acquired by Amdocs
OTTAWA, Ontario, June 17, 2011/PRNewswire/ --
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 ?% 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
http://www.bridgewatersystems.com.
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
http://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
kim.butler@bridgewatersystems.com
+1-613-591-9104 extension 6023
Craig Armitage
The Equicom Group Inc.
carmitage@equicomgroup.com
+1-416-815-0700 extension 278
Media Relations
Ann Hatchell, Director, Product and Solutions Marketing
Bridgewater Systems
Ann.Hatchell@bridgewatersystems.com
+1-613-591-9104 extension 2030
David Sharpley, Senior VP, Marketing, Product Management & Channels
Bridgewater Systems
David.Sharpley@bridgewatersystems.com
+1-613-591-9104 ext: 2121
(BWC.)
Source: Bridgewater Systems
.