Cisco announced the completion of its acquisition of BroadSoft. BroadSoft accelerates Cisco’s cloud strategy and collaboration portfolio by adding the industry’s leading cloud calling and contact centre solutions to Cisco’s leading calling, meetings, messaging, customer care, hardware endpoints and services portfolio.
More and more businesses expect fully featured calling, meeting, messaging and contact centre solutions with the ability to deploy them flexibly – on premises, in the cloud or as hybrid solutions to leverage existing investments. By combining BroadSoft’s open interface and standards-based solutions primarily delivered via Service Provider partners, with Cisco’s existing portfolio, the combined company will offer best-of-breed solutions for businesses of all sizes which will be delivered through VAR and Service Provider partners. Together, Cisco and BroadSoft will deliver a full suite of rich collaboration experiences to power the future of work.
Former BroadSoft CEO Michael Tessler and his organization are joining Cisco’s Unified Communications Technology Group led by Vice President and General Manager Tom Puorro, under the Applications Group led by Rowan Trollope.
Under the terms of the agreement, Cisco is paying $55 per share, in cash, in exchange for each share of BroadSoft common stock, for an aggregate purchase price of approximately $1.9 billion net of cash and investment, assuming fully diluted shares including conversion of debt. Cisco and BroadSoft notified NASDAQ of the completion of the acquisition and requested that NASDAQ file a notification of delisting with the Securities and Exchange Commission (the “SEC”) on BroadSoft’s behalf. Cisco expects that the delisting of BroadSoft’s common stock from the NASDAQ stock market will formally become effective on February 12, 2018.
Pursuant to the Indenture, dated as of June 20, 2011 (as supplemented, the “2011 Indenture”), between BroadSoft and Wells Fargo Bank, National Association (“Wells Fargo”), relating to its outstanding 1.50% Convertible Senior Notes due 2018 (the “2011 Notes”), and the Indenture, dated as of September 15, 2015 (as supplemented, the “2015 Indenture”), between BroadSoft and Wells Fargo, relating to its outstanding 1.00% Convertible Senior Notes due 2022 (the “2015 Notes”), the completion of Cisco’s acquisition of BroadSoft constituted both a “Fundamental Change” and a “Make-Whole Fundamental Change” (each, as defined in the 2011 Indenture and the 2015 Indenture, respectively) effective yesterday. A copy of the 2011 Indenture was included as an exhibit to BroadSoft’s Current Report on Form 8-K, filed with the SEC on June 21, 2011 and a copy of the 2015 Indenture was included as an exhibit to BroadSoft’s Current Report on Form 8-K, filed with the SEC on September 15, 2015.