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GTCR acquires Global Traffic NetworkSep 29, 2011 (Datamonitor Financial Deals Tracker via COMTEX) -- Private equity firm GTCR Golder Rauner, LLC has acquired all the outstanding shares of Global Traffic Network, Inc., a provider of news and traffic reports to radio and television stations. Both the entities are based in the US. Update on September 26, 2011: GTCR Golder Rauner, through its subsidiary GTCR Acquisition, has completed its tender offer to acquire all the outstanding shares of Global Traffic. As on September 23, 2011, approximately 14,123,677 shares were validly tendered and not withdrawn in the tender offer (which includes commitments to tender approximately 1,154,269 shares under the guaranteed delivery procedures described in the tender offer), representing approximately 70% of Global Traffic's issued and outstanding shares on a fully diluted basis. All conditions to the offer have been satisfied. As a result of the purchase of shares in the tender offer and upon the purchase of shares from Global Traffic pursuant to the exercise of the top-up option granted to GTCR Gridlock Acquisition Sub, Inc., GTCR will have sufficient voting power under Nevada corporate law to complete the acquisition of Global Traffic through a merger without a separate vote or meeting of shareholders of Global. GTCR expects to complete the merger on September 28, 2011. Following the merger, Global Traffic will be a wholly-owned subsidiary of GTCR Gridlock Holdings. Under the merger agreement, all remaining publicly held shares will be converted into the right to receive the same $14 per share in cash, without interest and less any applicable withholding tax, that was paid in the tender offer. Update on September 14, 2011: GTCR Golder Rauner, through its subsidiary GTCR Acquisition Sub, has extended the offer period to acquire all the outstanding shares of Global Traffic. The offer will now expire on September 23, 2011. As on September 13, 2011, an aggregate of approximately 4,023,282 shares of Global Traffic Network's common stock, or approximately 21% of Global Traffic Network's outstanding shares had been tendered into, and had not been withdrawn from, the tender offer. Announcement (August 3, 2011): GTCR Golder Rauner, through its affiliate, has entered into a definitive agreement to acquire all the outstanding shares of Global Traffic Network for $14 per share in cash. The transaction is valued at approximately $267 million. The acquisition of Global Traffic Network will be completed through a cash tender offer for all outstanding shares of Global Traffic Network's common stock that is expected to commence shortly. The offer price represents a premium of 20% to the closing share price of Global Traffic Network on August 2, 2011 and a premium of 22.7% based on the 60-day volume weighted average price of $11.41. The tender offer will be subject to customary conditions, including that there be validly tendered in the tender offer at least a majority of the shares of common stock then issued and outstanding, excluding from such calculation shares held by Global Traffic Network executive officers. The tender offer will be followed by a merger in which each share of common stock not acquired in the tender offer will be converted into the right to receive $14 per share in cash, without interest. Upon completion of the transaction, Global Traffic Network will become a private company, controlled by an affiliate of GTCR. The Board of Directors of Global Traffic Network has approved the agreement. Moelis & Company Holdings, LLC is acting as financial advisor and Milbank, Tweed, Hadley & McCloy LLP is acting as legal advisor to the special committee of the Board of Directors of the Global Traffic Network, while Latham & Watkins LLP is acting as legal advisor to GTCR. The transaction is expected to close by the fourth quarter of 2011. Deal Value (US$ Million) 267 Deal Type Private Equity Sub-Category Going Private Deal Status Completed: 2011-09-28 Deal Participants Target (Company) Global Traffic Network, Inc. Bid Premium ($ per share) 20 |