Sonus Networks, a provider of solutions that enable secure and intelligent cloud communications, and GENBAND, a supplier of carrier and enterprise network transformation and real-time communications solutions, announced a definitive agreement under which the two companies will combine to create a major next-generation communications networking company.
Under the terms of the agreement, Sonus and GENBAND shareholders will each own approximately 50% of the combined entity. Based on the closing price of Sonus’ common stock on May 22nd of $7.79 and estimated net cash at the time of closing, the transaction values the combined company at an enterprise value of approximately $745 million.
On closing, Sonus and GENBAND will combine into a newly formed holding company. Each Sonus shareholder will receive one share of common stock in the combined company for each existing Sonus share held; the new company will issue approximately 50 million shares to GENBAND’s equity owners, plus $22.5 million in the form of an unsecured note. The combined company will have an estimated net cash position of $40 to $45 million.
The transaction will combine Sonus’ established software-based real-time communication virtualisation, cloud-based SIP and 4G/VoLTE and security solutions with GENBAND’s network modernisation, unified communications and mobility and embedded communications solutions. Together, Sonus and GENBAND will be better positioned to enable the transformation to IP and cloud-based networks for service providers and enterprise customers.
The combined company will have a global sales footprint in 27 countries, a customer base that includes may Tier 1 carriers, with 67% of combined 2016 revenue for the two companies generated in the U.S. and Canada, 18% in EMEA, 11% in APAC and 4% in CALA.
The two companies’ combined revenue and EBITDA in 2016 would have been approximately $680 million and $50 million, respectively, excluding synergies. The transaction is expected to be significantly accretive to Sonus’ earnings per share in 2018. The combined company expects to realise annual cost synergies of $40 to $50 million by the end of 2018.
The CEO of the combined company will be Raymond Dolan, current president and CEO of Sonus; David Walsh, current CEO and chairman of GENBAND, will oversee the Kandy business, GENBAND’s cloud communications platform as a service (CPaaS). Daryl Raiford, current CFO of GENBAND, will serve as CFO of the combined company. The board of directors of the combined company will comprise five representatives designated by GENBAND and four representatives designated by Sonus.
The transaction has been unanimously approved by the boards of both companies, and is expected to close in the second half of 2017, subject to Sonus and GENBAND shareholder approval, listing of the combined company’s common stock on Nasdaq and other customary closing conditions.
