Xura Announces Agreement to be Acquired by Affiliates of Siris Capital Group

PRESS RELEASE: Xura announced that it has entered into a definitive agreement to be acquired by affiliates of Siris Capital Group, LLC (“Siris”) in a transaction reflecting an equity value of approximately $643 million. In addition, as part of the transaction, Xura’s existing credit facility will be refinanced.

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Under the terms of the agreement, Siris will acquire all of the outstanding shares of Xura’s common stock for $25.00 per share in cash, representing a 19.2% premium over the closing price on May 20, 2016, a 14.8% premium over the 30-day volume-weighted average closing stock price, and a 26.0% premium over the closing price on April 14, 2016, the day before the Company disclosed that it was in exclusive negotiations for a potential sale of the Company to a third party for $25.00 per share. The agreement was unanimously approved by Xura’s Board of Directors, which recommended that Xura’s stockholders adopt the agreement with Siris. A special meeting of Xura’s stockholders will be held as soon as practicable following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) and subsequent mailing to stockholders.

Under the terms of the agreement, Xura may solicit alternative acquisition proposals from third parties during a 45-day “go-shop” period, following the date of execution of the merger agreement. There is no guarantee that this process will result in a superior proposal, and the merger agreement provides Siris with a customary right to match a superior proposal.

Philippe Tartavull, President and CEO of Xura, said, “Over the past year, the company has experienced unprecedented change, with the divestment of the Comverse BSS business and the combination of Comverse and Acision to form Xura. Siris’ acquisition of Xura is a strong endorsement of our transformation strategy and provides immediate value to our stockholders. Working in a private setting will allow greater flexibility to accelerate our strategy to bring best-in-class messaging, voicemail, security, and monetization solutions to our customers.”

Commenting on the transaction, Hubert de Pesquidoux, Siris Capital Executive Partner, said: “Xura has a strong, credible history in delivering communications services to CSPs globally, and will continue to have long-term value for the digital ecosystem as the company evolves. We see great potential and talent within the organization, and we are excited to partner with Xura to build a business with digital innovation and customers at its core. Importantly, Siris has an extensive history of successfully operating businesses that provide mission-critical products to CSPs and understands that continued investment and customer partnership are instrumental to delivering world-class solutions.”

The transaction is subject to customary closing conditions, including the receipt of stockholder approval and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other foreign antitrust regulatory approvals, as necessary. The transaction is not subject to any financing condition. Upon completion of the acquisition, Xura will become wholly owned by an affiliate of Siris. The transaction is currently expected to close in the third fiscal quarter of 2016.

Siris has secured committed financing consisting of a combination of equity and debt. The equity financing will be provided by affiliates of Siris and the debt financing will be provided by Cerberus Business Finance, LLC.

Goldman, Sachs & Co. is acting as financial advisor, and DLA Piper LLP (US) is acting as legal advisor to Xura in connection with the transaction. Guggenheim Securities, LLC is acting as financial advisor, and Sidley Austin LLP is acting as legal advisor to Siris in connection with the transaction.

For further information regarding the terms and conditions contained in the definitive merger agreement, please see Xura’s Current Report on Form 8-K, which will be filed in connection with this transaction.