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March Networks to be Acquired by Infinova (Canada) Ltd. in a C$5.00 Per Share All-Cash Transaction
OTTAWA, Dec. 9, 2011 /PRNewswire/ - March Networks® (TSX:MN), a global provider
of intelligent IP video solutions, today announced that it has entered
into a definitive agreement (the "Arrangement Agreement") with Infinova
(Canada) Ltd. ("Infinova") and Shenzhen Infinova Ltd. ("Shenzhen
Infinova"), a company listed on the Shenzhen Stock Exchange
(SHE:002528), majority owned by U.S. shareholders and with U.S.
headquarters in Monmouth Junction, N.J. Pursuant to the Arrangement
Agreement, Infinova will acquire, through a statutory plan of
arrangement, all of the issued and outstanding common shares of March
Networks Corporation (the "Company" or "March Networks") for C$5.00 per
share in cash (the "Arrangement"). The total value of the transaction
is approximately C$90.1 million. The Arrangement is subject to
approvals by the shareholders of March Networks and Shenzhen Infinova,
approvals of applicable regulatory bodies and the Ontario court, and
other customary closing conditions.
"The combined companies create one of the 10 largest global players in
the video surveillance industry and is well positioned for the expected
industry consolidation over the next five years. Infinova offers March
Networks a broader geographic footprint, access to the world's fastest
growing market and a complementary fit with our respective product
lines. This deal is consistent with our strategy to accelerate growth
and expand in the Asian market," said Peter Strom, President and CEO,
March Networks.
"March Networks has established itself as one of the leading and most
innovative players in the video industry and Infinova is proud to
combine forces to take the company to the next level. The acquisition
provides scale in all critical markets, as well as access to March
Network's proven and innovative IP technology. March will continue to
operate independently from its Ottawa headquarters, maintain its name
and brands, and deliver on all of its commitments to customers, while
taking full advantage of Infinova's manufacturing expertise and R&D
scale," said Dr. Jeffrey Liu, Chairman of Infinova.
The Company's Board of Directors (the "Board"), after receiving the
recommendation of its special committee (the "Special Committee") and
consulting with its financial and legal advisors, has unanimously
determined that the Arrangement is fair from a financial point of view
to March Networks shareholders and that it is in the best interests of
the Company to implement the Arrangement, and has resolved to recommend
that Company shareholders vote in favour of the Arrangement at a
special meeting of shareholders to be convened for this purpose. Morgan
Keegan & Company, Inc., acting as an exclusive financial advisor to the
Special Committee with respect to the process of reviewing strategic
alternatives available to the Company, has provided an opinion to the
effect that the consideration proposed to be paid for the Company
shares under the Arrangement is fair, from a financial point of view,
to March Networks shareholders. Blair Franklin Capital Partners Inc.
has also delivered an opinion to the Special Committee to the effect
that the consideration proposed to be paid for the Company shares under
the Arrangement is fair, from a financial point of view, to March
Networks shareholders. Complete copies of both fairness opinions will
be included with the Company's management proxy circular to be prepared
and mailed to the Company shareholders in respect of the Arrangement
(the "Circular").
The Arrangement represents the culmination of the comprehensive process
of reviewing strategic alternatives available to the Company, as
announced by March Networks on June 8, 2011. The C$5.00 per Company
share offered by Infinova represents a premium of approximately 24% to
the closing price of the Company shares on the Toronto Stock Exchange
(the "TSX") on June 8, 2011, the last trading day prior to that
announcement. On December 8, 2011, the last day preceding today's
announcement on which the Company shares traded on the TSX, the TSX
closing price of the Company shares was C$4.89.
The directors and certain senior officers of the Company, holding
together approximately 22% of the total outstanding Company shares,
have entered into voting support agreements with Infinova under which
they have agreed to vote their shares in favour of the Arrangement.
The proposed transaction will be implemented by way of a plan of
arrangement under the provisions of the Canada Business Corporations Act, requiring the approval of at least 662/3% of the votes cast at the
special shareholder meeting to be called to consider the Arrangement.
Following the special meeting, the Ontario Superior Court of Justice
will hear an application for a final order approving the Arrangement.
Under the Arrangement Agreement, the transaction is also subject to
receipt of regulatory approvals in China and Canada and the
satisfaction of certain other closing conditions customary in
arrangements of this nature. The Arrangement Agreement also provides
for, among other things, Board support and non-solicitation covenants
(subject to the fiduciary obligations of the Board and an Infinova
right to match any superior proposal) as well as the payment of an
approximately C$1.4 milliontermination fee by March Networks or an approximately C$1.4 millionbreak-up fee by Infinova if the Arrangement is not completed in certain
circumstances. Infinova will finance the acquisition from available
cash and will not require external financing.
The terms and conditions of the Arrangement will be summarized in the
Circular, which is expected to be mailed to the Company shareholders in
February 2012. A copy of the Arrangement Agreement will be available on
SEDAR at http://www.sedar.com.
The parties expect that the Arrangement will be completed in the fourth
quarter of fiscal2012, subject to the satisfaction or waiver of various closing
conditions. Following the closing of the Arrangement, the March
Networks shares will be de-listed from the TSX.
Today's announcement and the Arrangement will be discussed on the
Company's regularly scheduled quarterly results conference call and
webcast on December 9, 2011, at 8:30 a.m. EST (1:30 p.m. UTC). The
conference call may be accessed by dialing 1-800-814-4859 (North
America) or +1 416-644-3414.
The conference call webcast can be accessed at: http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=3732520.
A replay of the conference call will be available from December 9, 2011
at 10:30 a.m. EST until December 16, 2011 at 11:59 p.m. EST. The replay
can be accessed at 1-877-289-8525 or +1 416-640-1917. The replay
passcode is 4486391#.
About March Networks
March Networks(®) (TSX:MN) is a leading provider of intelligent IP video solutions. For
more than a decade, the company has helped some of the world's largest
commercial and government organizations transition from traditional
CCTV to advanced surveillance technologies used for security, loss
prevention, risk mitigation and operational efficiency. Its highly
scalable and easy to use Command((TM)) video management platform incorporates a web-based client interface to
enable rapid system deployment and complete system control. It is
complemented by the company's portfolio of high-definition IP cameras,
encoders, video analytics and hybrid recorders, as well as outstanding
professional and managed services. March Networks systems are delivered
through an extensive distribution and partner network in more than 50
countries. For more information, please visit http://www.marchnetworks.com.
* MARCH NETWORKS, March Networks Command and the MARCH NETWORKS logo are
trademarks of March Networks Corporation. All other trademarks are the
property of their respective owners.
About Infinova
With solutions that enable end-users to extend the life of their
existing analog equipment by having it co-exist with their new IP video
equipment, Infinova provides megapixel, IP and analog surveillance
cameras, specialized cameras, core equipment for video control rooms,
fiber optic communications, access control products and customized
systems. Infinova is acknowledged for its exceptional customer service
programs and as "the Integrator's Manufacturer." Infinova has provided
security solutions for major projects including the Port of Miami,
Shanghai 2010 World Expo, the Panama Canal, Italy's Autovie Venete
Motorway, the Bangalore (India) toll surveillance system, Kuwait
International Airport, the 2010 Asian Games, the Los Angeles MTA and
many others.
Certain statements included in this release constitute forward-looking
statements, including those identified by the expressions "anticipate",
"believe", "plan", "estimate", "expect", "intend" and similar
expressions to the extent they relate to the Company or its management.
The forward-looking statements are not historical facts but reflect the
Company's current assumptions and expectations regarding future results
or events. These forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results or events to
differ materially from current assumptions and expectations. The
completion of the Arrangement is subject to a number of terms and
conditions, including, without limitation: (i) required shareholder
approvals, (ii) required Court approval, (iii) required regulatory
approvals, and (iv) 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
Arrangement 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
the proposed 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 or satisfy
other conditions). The Company 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.
SOURCE MARCH NETWORKS CORPORATION
MARCH NETWORKS CORPORATION
CONTACT: Ken Taylor, Chief Financial Officer, March Networks
+1 613-591-8181
ktaylor@marchnetworks.com
March Networks to be Acquired by Infinova (Canada) Ltd. in a C$5.00 Per Share All-Cash Transaction
OTTAWA, Dec. 9, 2011 /PRNewswire/ - March Networks® (TSX:MN), a global provider
of intelligent IP video solutions, today announced that it has entered
into a definitive agreement (the "Arrangement Agreement") with Infinova
(Canada) Ltd. ("Infinova") and Shenzhen Infinova Ltd. ("Shenzhen
Infinova"), a company listed on the Shenzhen Stock Exchange
(SHE:002528), majority owned by U.S. shareholders and with U.S.
headquarters in Monmouth Junction, N.J. Pursuant to the Arrangement
Agreement, Infinova will acquire, through a statutory plan of
arrangement, all of the issued and outstanding common shares of March
Networks Corporation (the "Company" or "March Networks") for C$5.00 per
share in cash (the "Arrangement"). The total value of the transaction
is approximately C$90.1 million. The Arrangement is subject to
approvals by the shareholders of March Networks and Shenzhen Infinova,
approvals of applicable regulatory bodies and the Ontario court, and
other customary closing conditions.
"The combined companies create one of the 10 largest global players in
the video surveillance industry and is well positioned for the expected
industry consolidation over the next five years. Infinova offers March
Networks a broader geographic footprint, access to the world's fastest
growing market and a complementary fit with our respective product
lines. This deal is consistent with our strategy to accelerate growth
and expand in the Asian market," said Peter Strom, President and CEO,
March Networks.
"March Networks has established itself as one of the leading and most
innovative players in the video industry and Infinova is proud to
combine forces to take the company to the next level. The acquisition
provides scale in all critical markets, as well as access to March
Network's proven and innovative IP technology. March will continue to
operate independently from its Ottawa headquarters, maintain its name
and brands, and deliver on all of its commitments to customers, while
taking full advantage of Infinova's manufacturing expertise and R&D
scale," said Dr. Jeffrey Liu, Chairman of Infinova.
The Company's Board of Directors (the "Board"), after receiving the
recommendation of its special committee (the "Special Committee") and
consulting with its financial and legal advisors, has unanimously
determined that the Arrangement is fair from a financial point of view
to March Networks shareholders and that it is in the best interests of
the Company to implement the Arrangement, and has resolved to recommend
that Company shareholders vote in favour of the Arrangement at a
special meeting of shareholders to be convened for this purpose. Morgan
Keegan & Company, Inc., acting as an exclusive financial advisor to the
Special Committee with respect to the process of reviewing strategic
alternatives available to the Company, has provided an opinion to the
effect that the consideration proposed to be paid for the Company
shares under the Arrangement is fair, from a financial point of view,
to March Networks shareholders. Blair Franklin Capital Partners Inc.
has also delivered an opinion to the Special Committee to the effect
that the consideration proposed to be paid for the Company shares under
the Arrangement is fair, from a financial point of view, to March
Networks shareholders. Complete copies of both fairness opinions will
be included with the Company's management proxy circular to be prepared
and mailed to the Company shareholders in respect of the Arrangement
(the "Circular").
The Arrangement represents the culmination of the comprehensive process
of reviewing strategic alternatives available to the Company, as
announced by March Networks on June 8, 2011. The C$5.00 per Company
share offered by Infinova represents a premium of approximately 24% to
the closing price of the Company shares on the Toronto Stock Exchange
(the "TSX") on June 8, 2011, the last trading day prior to that
announcement. On December 8, 2011, the last day preceding today's
announcement on which the Company shares traded on the TSX, the TSX
closing price of the Company shares was C$4.89.
The directors and certain senior officers of the Company, holding
together approximately 22% of the total outstanding Company shares,
have entered into voting support agreements with Infinova under which
they have agreed to vote their shares in favour of the Arrangement.
The proposed transaction will be implemented by way of a plan of
arrangement under the provisions of the Canada Business Corporations Act, requiring the approval of at least 662/3% of the votes cast at the
special shareholder meeting to be called to consider the Arrangement.
Following the special meeting, the Ontario Superior Court of Justice
will hear an application for a final order approving the Arrangement.
Under the Arrangement Agreement, the transaction is also subject to
receipt of regulatory approvals in China and Canada and the
satisfaction of certain other closing conditions customary in
arrangements of this nature. The Arrangement Agreement also provides
for, among other things, Board support and non-solicitation covenants
(subject to the fiduciary obligations of the Board and an Infinova
right to match any superior proposal) as well as the payment of an
approximately C$1.4 milliontermination fee by March Networks or an approximately C$1.4 millionbreak-up fee by Infinova if the Arrangement is not completed in certain
circumstances. Infinova will finance the acquisition from available
cash and will not require external financing.
The terms and conditions of the Arrangement will be summarized in the
Circular, which is expected to be mailed to the Company shareholders in
February 2012. A copy of the Arrangement Agreement will be available on
SEDAR at http://www.sedar.com.
The parties expect that the Arrangement will be completed in the fourth
quarter of fiscal2012, subject to the satisfaction or waiver of various closing
conditions. Following the closing of the Arrangement, the March
Networks shares will be de-listed from the TSX.
Today's announcement and the Arrangement will be discussed on the
Company's regularly scheduled quarterly results conference call and
webcast on December 9, 2011, at 8:30 a.m. EST (1:30 p.m. UTC). The
conference call may be accessed by dialing 1-800-814-4859 (North
America) or +1 416-644-3414.
The conference call webcast can be accessed at: http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=3732520.
A replay of the conference call will be available from December 9, 2011
at 10:30 a.m. EST until December 16, 2011 at 11:59 p.m. EST. The replay
can be accessed at 1-877-289-8525 or +1 416-640-1917. The replay
passcode is 4486391#.
About March Networks
March Networks(®) (TSX:MN) is a leading provider of intelligent IP video solutions. For
more than a decade, the company has helped some of the world's largest
commercial and government organizations transition from traditional
CCTV to advanced surveillance technologies used for security, loss
prevention, risk mitigation and operational efficiency. Its highly
scalable and easy to use Command((TM)) video management platform incorporates a web-based client interface to
enable rapid system deployment and complete system control. It is
complemented by the company's portfolio of high-definition IP cameras,
encoders, video analytics and hybrid recorders, as well as outstanding
professional and managed services. March Networks systems are delivered
through an extensive distribution and partner network in more than 50
countries. For more information, please visit http://www.marchnetworks.com.
* MARCH NETWORKS, March Networks Command and the MARCH NETWORKS logo are
trademarks of March Networks Corporation. All other trademarks are the
property of their respective owners.
About Infinova
With solutions that enable end-users to extend the life of their
existing analog equipment by having it co-exist with their new IP video
equipment, Infinova provides megapixel, IP and analog surveillance
cameras, specialized cameras, core equipment for video control rooms,
fiber optic communications, access control products and customized
systems. Infinova is acknowledged for its exceptional customer service
programs and as "the Integrator's Manufacturer." Infinova has provided
security solutions for major projects including the Port of Miami,
Shanghai 2010 World Expo, the Panama Canal, Italy's Autovie Venete
Motorway, the Bangalore (India) toll surveillance system, Kuwait
International Airport, the 2010 Asian Games, the Los Angeles MTA and
many others.
Certain statements included in this release constitute forward-looking
statements, including those identified by the expressions "anticipate",
"believe", "plan", "estimate", "expect", "intend" and similar
expressions to the extent they relate to the Company or its management.
The forward-looking statements are not historical facts but reflect the
Company's current assumptions and expectations regarding future results
or events. These forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results or events to
differ materially from current assumptions and expectations. The
completion of the Arrangement is subject to a number of terms and
conditions, including, without limitation: (i) required shareholder
approvals, (ii) required Court approval, (iii) required regulatory
approvals, and (iv) 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
Arrangement 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
the proposed 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 or satisfy
other conditions). The Company 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.
SOURCE MARCH NETWORKS CORPORATION
MARCH NETWORKS CORPORATION
CONTACT: Ken Taylor, Chief Financial Officer, March Networks
+1 613-591-8181
ktaylor@marchnetworks.com