Cable / Telecom News

Sandvine scuttles Scalar deal; accepts $562M takeover bid from Francisco Partners

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WATERLOO, ON – Less than two months after announcing that it was being bought by Scalar Acquireco Corp. for CAD $483 million, Sandvine Corporation said Monday that it is now being acquired by Francisco Partners' affiliate PNI Canada Acquireco Corp in a deal valued at approximately CAD $562 million.

As part of the new deal, Sandvine will be combined with California-based networking equipment company Procera Networks.  The combined company, led by Procera's CEO Lyndon Cantor, and CFO Richard Deggs, will retain the Sandvine name.

"We are excited to bring together two great companies and teams in the combination of Procera and Sandvine," said Andrew Kowal, partner at Francisco Partners, in the news release.  "The combined company will serve over 400 communications service provider customers, with over 1 billion subscribers in more than 100 countries, as well as over 500 enterprise customers and more than 100 OEM and channel partners. We are confident that the combined capabilities of these two companies will deliver more innovative solutions and greater value to customers."

In a separate announcement Monday, Sandvine said that the agreement between it and Scalar Acquireco Corp. first announced in May had been terminated, and that it has paid CAD$16.9 million, less applicable withholding taxes, to an affiliate of Scalar.

Sandvine’s board of directors, based on the recommendation of a special committee of independent directors, has unanimously approved the new deal and is recommending that Sandvine shareholders vote in favour of it.  A special shareholder meeting will be scheduled shortly to consider the deal.

Founded in 2001 and headquartered in Waterloo, ON, Sandvine's network policy control solutions add intelligence to fixed, mobile and converged communication service provider networks, to increase revenue, reduce network costs and improve subscriber quality of experience.  Procera provides network visibility and control across mobile and fixed broadband networks, transforming data into actionable intelligence for operators to make informed business decisions and improve the quality of subscriber experience. Together, the two companies will be the premier provider of Network Intelligence solutions to communication service providers around the world, continues the release.

"This is a very exciting next step for Sandvine and Procera”, added Sandvine president and CEO Dave Caputo, who will join the board of directors of the combined company as non-executive chairman.  “As technologies and networks continue to evolve, I firmly believe that the combination of Sandvine and Procera creates the premier provider in our markets—with the scale and innovation needed to address our customers' opportunities to build more intelligent networks."

Sandvine also announced its second quarter results on Monday, which saw revenues and profits tumble by 18% and 73%, respectively.  Following closing of the deal, Sandvine common shares will be de-listed from the TSX and no longer traded publicly.

www.sandvine.com