-
Synchronoss to acquire Intralinks Holdings, Inc. for $13.00 per share
or $821 million in equity value
-
Intralinks will be a major step towards significantly expanding the
scale and scope of Synchronoss’ transformation to attack the
multi-billion dollar enterprise market opportunity
-
Ron Hovsepian, Chief Executive Officer of Intralinks, is expected to
be appointed as Chief Executive Officer of Synchronoss upon closing of
the transaction with Synchronoss
-
Stephen G Waldis, Founder and current Chief Executive Officer, will
remain active in the company serving as Executive Chairman of the
Board, driving strategy, product innovation and oversight for the
transformation
-
Synchronoss to divest a portion of its activation business to
Sequential Technology International for $146 million; strategic
alternatives being pursued for remaining activation assets
BRIDGEWATER, N.J. & NEW YORK--(BUSINESS WIRE)--Dec. 6, 2016--
"Forward Looking Statements" for Intralinks Holdings, Inc. has been
added after the last paragraph of the release.
The corrected release reads:
SYNCHRONOSS TECHNOLOGIES TO ACQUIRE INTRALINKS HOLDINGS ACCELERATING
STRATEGIC TRANSFORMATION
-
Synchronoss to acquire Intralinks Holdings, Inc. for $13.00 per share
or $821 million in equity value
-
Intralinks will be a major step towards significantly expanding the
scale and scope of Synchronoss’ transformation to attack the
multi-billion dollar enterprise market opportunity
-
Ron Hovsepian, Chief Executive Officer of Intralinks, is expected to
be appointed as Chief Executive Officer of Synchronoss upon closing of
the transaction with Synchronoss
-
Stephen G Waldis, Founder and current Chief Executive Officer, will
remain active in the company serving as Executive Chairman of the
Board, driving strategy, product innovation and oversight for the
transformation
-
Synchronoss to divest a portion of its activation business to
Sequential Technology International for $146 million; strategic
alternatives being pursued for remaining activation assets
Synchronoss
Technologies, Inc. (NASDAQ:SNCR) and Intralinks
Holdings, Inc. (NYSE:IL) today announced that they have entered into
a definitive agreement for Synchronoss to acquire Intralinks for
approximately $821 million in equity value. Under the terms of the
agreement, Synchronoss will commence a cash tender offer to acquire all
of the outstanding common stock of Intralinks for $13.00 per share. The
transaction, which was unanimously approved by the board of directors of
both companies, is expected to close late in the first calendar quarter
of 2017, subject to customary closing conditions. Ron Hovsepian, Chief
Executive Officer of Intralinks, is expected to be appointed Chief
Executive Officer of Synchronoss and join the Synchronoss Board of
Directors upon closing of the transaction with Synchronoss’ Founder and
current Chief Executive Officer, Stephen G. Waldis will move into the
role of active Executive Chairman of the Board.
In Intralinks’ 20-year history, over 4.1 million business users across
the world have used its secure, cloud-based platform, and it counts 99%
of Fortune 1000 companies among its customers. To date, Intralinks has
supported over $31 trillion in high-stakes transactions, making the
company a leader in the enterprise content collaboration market.
“Intralinks has established itself as a household name in the financial
services world over the past 20 years, with a keen focus on growing its
presence into the next generation secure content collaboration market
over the coming years,” said Stephen Waldis, Synchronoss’ CEO. “This
acquisition marks another major step in the transformation of
Synchronoss to significantly expand the scale and scope of the company’s
enterprise initiatives and strong carrier relationships in attacking
this multi-billion dollar market opportunity. Ron brings significant
leadership experience and a history of successfully integrating
companies into a single portfolio. I intend to stay active in the
company, driving growth opportunities and continued developments on new
product innovation. I am excited to be working closely with Ron to bring
Synchronoss into its next chapter of growth”.
“Our board of directors unanimously concluded that Synchronoss is the
ideal strategic partner for Intralinks and also gives our employees and
customers the opportunity to leverage Synchronoss’ deep relationships
across the carrier space, cloud expertise, and strong partnerships in
the financial services vertical,” said Ron Hovsepian, CEO of Intralinks.
“Together with Synchronoss, we believe we can deploy enhanced enterprise
and mobile solutions to our customers while opening up new enterprise
distribution channels across the world.”
In conjunction with today’s announcement Synchronoss is also announcing
an agreement to divest a portion of its activation business to
Sequential Technology International, LLC for a total purchase price of
$146 million. As part of this transaction, Sequential Technology will
purchase 70% of Synchronoss’ carrier activation business that is being
divested, with Synchronoss retaining a 30% ownership piece which could
be reduced during the course of 2017. Synchronoss is in the process of
pursuing strategic alternatives for the remaining activation business
assets.
Synchronoss expects to finance the Intralinks acquisition with its
existing cash, proceeds from the Sequential Technology transaction, and
$900 million of new debt.
Given the expected closing in the first calendar quarter of 2017,
Synchronoss expects the Intralinks transaction to have no impact to its
fourth quarter financials. With the impact from the Sequential
Technology divestiture and assuming a late first quarter 2017 close on
the Intralinks deal, Synchronoss is giving initial 2017 revenue guidance
of between $810 million and $820 million with pro forma EPS of between
$2.45 and $2.60 for the combined entity. We are targeting $40 million of
combined synergies within the first year of closing the Intralinks deal.
The Intralinks transaction is subject to the satisfaction of customary
closing conditions, including regulatory approval in the United States.
Until the transaction closes, each company will continue to operate
independently.
PJT Partners is serving as lead financial advisor. Goldman Sachs & Co.
and Credit Suisse are providing debt financing commitments to
Synchronoss and Goldman Sachs & Co. is also serving as financial advisor
to Synchronoss. J.P. Morgan Securities LLC is serving as a financial
advisor to Intralinks. Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is acting as legal advisor to Synchronoss in connection
with the Intralinks acquisition, and Simpson Thacher & Bartlett LLP is
acting as legal advisor in connection with the debt financing to
Synchronoss. Skadden, Arps, Slate, Meagher & Flom, LLP is acting as
legal advisor to Intralinks in connection with the acquisition.
Conference Call
In conjunction with this announcement, Synchronoss will host a
conference call on Tuesday, December 6, 2016, at 8:30 a.m. (ET) to
discuss the company’s financial results. To access this call, dial
877-930-7767 (domestic) or 253-336-7416 (international). The pass code
for the call is 33486699. Additionally, a live web cast of the
conference call will be available on the “Investor Relations” page on
the company’s web site www.synchronoss.com.
Following the conference call, a replay will be available for a limited
time at 855-859-2056 (domestic) or 404-537-3406 (international). The
replay pass code is 42244350. An archived web cast of this conference
call will also be available on the “Investor Relations” page of the
company’s web site, www.synchronoss.com.
About Synchronoss Technologies, Inc.
Synchronoss Technologies, Inc. (NASDAQ: SNCR) is the leading innovator
of cloud solutions, secure enterprise productivity and software-based
activation for companies across the globe. The company’s proven,
scalable and patented technology solutions allow customers to connect,
synchronize and activate connected devices and services that empower
enterprises and consumers to live in a connected world. For more
information visit us at: www.synchronoss.com.
About Intralinks
Intralinks Holdings, Inc. (NYSE: IL) is a global content collaboration
company that provides cloud-based solutions to control the sharing,
distribution and management of high value content within and across
organizations according to the highest-level of security and the most
stringent compliance regulations. Over 90,000 clients, 99% of the
Fortune 1000 companies, have depended on Intralinks to digitally
transform and simplify critical business processes, and secure
high-value information. With a 20-year track record of enabling
high-stakes transactions and business collaborations valued at more than
$31.3 trillion, Intralinks is a trusted provider of easy-to-use,
enterprise strength, cloud-based collaboration technology. For more
information, visit www.intralinks.com.
Forward-looking Statements
This press release contains forward-looking statements that involve
risks and uncertainties. These forward-looking statements include
statements regarding acquisition synergies and benefits to Synchronoss,
the growth of the market and demand for Synchronoss’ offerings, growth
opportunities, the closing of the [divestiture], [debt financing] and
acquisition and impact of such transactions, momentum in Synchronoss’
business and momentum with the offerings discussed in this press
release, potential growth of Synchronoss’ business, product performance,
the ability to successfully integrate the companies and their respective
products, and the timing of the transaction. Although Synchronoss
attempts to be accurate in making forward-looking statements, it is
possible that future circumstances might differ from the assumptions on
which such statements are based. Important factors that could cause
results to differ materially from the statements herein include the
following: general economic risks; execution risks with acquisitions;
closing conditions; risks associated with sales not materializing based
on a change in circumstances; disruption to sales following
acquisitions; increasing competitiveness in the enterprise and mobile
solutions market; ability to retain key personnel following the
acquisition; the dynamic nature of the markets in which the companies
operate; specific economic risks in different geographies, and among
different customer segments; changes in foreign currency exchange rates;
uncertainty regarding increased business and renewals from existing
customers; uncertainties around continued success in sales growth and
market share gains; failure to convert sales pipeline into final sales;
risks associated with successful implementation of multiple integrated
software products and other product functionality risks; execution risks
around new product development and introductions and innovation; product
defects; unexpected costs, assumption of unknown liabilities and
increased costs for any reason; litigation and disputes and the
potential cost, distraction and damage to sales and reputation caused
thereby; market acceptance of new products and services; the ability to
attract and retain personnel; changes in strategy; risks associated with
management of growth; lengthy sales and implementation cycles,
particularly in larger organizations; technological changes that make
our products and services less competitive; risks associated with the
adoption of, and demand for, our model in general and by specific
customer segments; competition and pricing pressure; and the other risk
factors set forth from time to time in Synchronoss’ most recent Annual
Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and
our other filings with the SEC, copies of which are available free of
charge at the SEC’s website at www.sec.gov
or upon request from Synchronoss’ investor relations department. All
forward-looking statements herein reflect Synchronoss’ opinions only as
of the date of this release, and Synchronoss undertakes no obligation,
and expressly disclaim any obligation, to update forward-looking
statements herein in light of new information or future events.
Additional Information
In connection with the proposed acquisition of Intralinks, Synchronoss
will commence a tender offer for the outstanding shares of Intralinks.
The tender offer has not yet commenced. This document is for
informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of Intralinks, nor is it a
substitute for the tender offer materials that Synchronoss and its
acquisition subsidiary will file with the SEC upon commencement of the
tender offer. At the time the tender is commenced, Synchronoss and its
acquisition subsidiary will file tender offer materials on Schedule TO,
and Intralinks will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer. The tender
offer materials (including an Offer to Purchase, a related Letter of
Transmittal and certain other tender offer documents) and the
Solicitation/Recommendation Statement will contain important
information. Holders of shares of Intralinks are urged to read these
documents when they become available because they will contain important
information that holders of Intralinks securities should consider before
making any decision regarding tendering their securities. The Offer to
Purchase, the related Letter of Transmittal and certain other tender
offer documents, as well as the Solicitation/Recommendation Statement,
will be made available to all holders of shares of Intralinks at no
expense to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for free at
the SEC’s web site at www.sec.gov.
Synchronoss and the Synchronoss logo are trademarks of Synchronoss
Technologies, Inc. All other trademarks are property of their respective
owners.
Forward Looking Statements – Intralinks Holdings, Inc.
Forward-looking statements made herein with respect to the tender offer
and related transactions, including, for example, the timing of the
completion of the merger the potential benefits of the merger, reflect
the current analysis of existing information and are subject to various
risks and uncertainties. As a result, caution must be exercised in
relying on forward-looking statements. Due to known and unknown risks,
Intralinks Holdings, Inc.’s actual results may differ materially from
its expectations or projections.
The following factors, among others, could cause actual plans and
results to differ materially from those described in forward-looking
statements. Such factors include, but are not limited to, the effect of
the announcement of the tender offer and related transactions on
Intralinks Holdings, Inc.’s business relationships (including, without
limitation, partners and customers), operating results and business
generally; the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement, and the
risk that the merger agreement may be terminated in circumstances that
require Intralinks Holdings, Inc. to pay a termination fee of $24.6
million; the outcome of any legal proceedings that may be instituted
against Intralinks Holdings, Inc. related to the transactions
contemplated by the merger agreement, including the tender offer and the
merger; uncertainties as to the number of stockholders of Intralinks
Holdings, Inc. who may tender their stock in the tender offer; the
failure to satisfy other conditions to consummation of the tender offer
or the merger, including the receipt of all regulatory approvals related
to the merger (and any conditions, limitations or restrictions placed on
these approvals); the failure of Synchronoss Technologies, Inc. to
consummate the necessary financing arrangements; risks that the tender
offer and related transactions disrupt current plans and operations and
the potential difficulties in employee retention as a result of the
proposed transactions; the effects of local and national economic,
credit and capital market conditions on the economy in general, and
other risks and uncertainties; and those risks and uncertainties
discussed from time to time in our other reports and other public
filings with the Securities and Exchange Commission (the “SEC”).
Additional information concerning these and other factors that may
impact Intralinks Holdings, Inc.’s expectations and projections can be
found in its periodic filings with the SEC, including its Annual Report
on Form 10-K for the year ended December 31, 2015. Intralinks Holdings,
Inc.’s SEC filings are available publicly on the SEC’s website at www.sec.gov,
on Intralinks Holdings, Inc.’s website at www.intralinks.com
under the Investors section or upon request via email to dridlon@intralinks.com.
Intralinks Holdings, Inc. disclaims any obligation or undertaking to
update or revise the forward-looking statements contained herein,
whether as a result of new information, future events or otherwise.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161206005590/en/
Source: Synchronoss Technologies, Inc.
Synchronoss Technologies, Inc.
Investor and Media:
Daniel
Ives, +1 908-524-1047
Daniel.ives@synchronoss.com
or
Intralinks
Holdings, Inc.
Media Contact:
Doug Gordon,
617-357-3678
dgordon@intralinks.com
or
Investor
Contact:
Dean Ridlon, 617-607-3957
dridlon@intralinks.com