Mitel announced that it has received notice from Polycom of a superior proposal from a third party, invoking the matching right period under Mitel’s existing merger agreement with Polycom. In response, Mitel has notified Polycom that it will not increase the consideration payable to Polycom stockholders under the merger agreement and that Mitel has waived its matching rights.
As a result of Mitel’s response, Polycom has indicated that it will promptly terminate the merger agreement and pay Mitel the $60 million termination fee concurrently with termination.
“Mitel shareholders, customers and employees know that we follow a rigorous and disciplined approach to mergers and acquisitions. The agreement announced on April 15 resulted from a detailed due diligence and negotiation process that we feel accurately determined fair value for Polycom. We feel it would not be in the best interest of Mitel shareholders to adjust the existing agreement,” said Rich McBee, President and CEO of Mitel. “While I am disappointed that this particular transaction will not move forward, I am confident in Mitel’s future as an industry leader and as a market consolidator. I wish our colleagues at Polycom, with whom we have worked closely for the past several months, ongoing success in the future.”
As previously announced, Mitel’s Annual General Meeting will be held at the Brookstreet Hotel, 525 Legget Drive, Ottawa (Kanata), Ontario, K2K 2W2, beginning at 10:00 a.m., Eastern time, on July 29, 2016. However, shareholders will no longer be asked to approve the issuance of Mitel common shares in connection with the acquisition of Polycom or increase the number of shares reserved for issuance under Mitel’s equity incentive plan.