The Purchase Of Global Will Be Finished Thru A Money Tender Offer For All Exceptional Shares Of Global’s Common Stock That’s Predicted To Commence Directly.
New York, Aug 03, 2011 — Worldwide Traffic Network, Incorporated. GNET +19.71%, a big supplier of custom traffic and news stories to radio and television stations outside the US, confirmed today that it has entered into a decisive coalition agreement to be gotten by an affiliate of GTCR, LLC (“GTCR”), a leading personal equity firm.
Under the terms and conditions of the agreement, Worldwide backers will receive $14.00 in readies for each share of Global’s common stock, which represents roughly a 20.0% premium over the final price on Tuesday, August 2, 2011 and a 22.7% premium based mostly on the 60-day volume weighted average pricetag of $11.41.
The acquisition of Worldwide will be completed thru a cash tender offer for all exceptional shares of Global’s common stock that is anticipated to commence directly. The tender offer will be subject to standard conditions, including that there be validly tendered in the tender offer and not withdrawn several shares which represents at least a significant percentage of the paper of common stock then issued and notable, excluding from such calculation shares held by Global’s executive officers. The transaction is not subject to any financing condition.
The tender offer will be followed by a fusion in which each share of common stock not acquired in the tender offer will be transformed into the inherent right to receive $14.00 per share in notes, without interest. On completion of the transaction, Worldwide will turn into a non-public company, controlled by an affiliate of GTCR. The transaction is predicted to be completed by Q4 of 2011.
Global has the right under the amalgamation agreement to ask for competing bids in a period expiring on Sep thirteen, 2011. Subject to certain necessities of the merger agreement, Worldwide may negotiate with parties that submit qualifying competing proposals in the first solicitation period for a period expiring on October 1, 2011.
The tender offer is required to remain till the completion of the solicitation period, and if applicable , the successive negotiation period. Global’s Board of Directors has, based totally on the unanimous advice of a Special Committee composed solely of independent directors, authorized the fusion agreement and the transactions considered thereby.
Mr. Yde claimed : “We assume the sale price of $14.00 per share represents motivating worth for our backers. This price is both a significant premium over the existing trading price and represents an all-time high for the stock. The purchase price also represents a nearly 200% increase from our initial public offering of $5.00 in March 2006.”
Moelis & Company and Milbank, Tweed, Hadley & McCloy LLP are serving as finance and legal adviser to the Special Committee of the Board of Directors of the Company [*COMMA] respectively [*T]. Latham & Watkins LLP is serving as legal confidant to GTCR.
Worldwide Traffic Network, Incorporated. Will host a conference chat at 10:30 a.m. EST on Wednesday, August 3, 2011, to talk about this transaction and other topical matters. To listen to the call, dial (877) 303-9131 (domestic), or (408) 337-0141 (international), and enter the pass code 89193915.
World is a leading provider of custom traffic and news stories to radio and TV stations outside of the U.S. The Company operates the largest traffic and news network in Australia, operates traffic networks in eight Canadian markets and the largest countrywide radio traffic network across the UK.
In exchange for providing custom traffic and news bulletins, television and radio stations provide World Traffic Network with commercial airtime inventory that the Company sells to advertisers. As a consequence, radio and TV stations sustain no out-of-pocket costs when contracting to use Worldwide Traffic Network’s services. For more information, visit the Corporation’s site at www.globaltrafficnetwork.com., writes tagza.com.
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