March Networks and Infinova Enter into Agreement
Dec 14, 2011 (Close-Up Media via COMTEX) -- March Networks, a provider of intelligent IP video solutions, announced that it has entered into a definitive agreement with Infinova (Canada) and Shenzhen Infinova.
In a release dated Dec. 9, the Company said 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 for C$5.00 per share in cash.
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 Jeffrey Liu, Chairman of Infinova.
The Company's Board of Directors, after receiving the recommendation of its 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 and Company, 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 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 Arrangement represents the culmination of the process of reviewing strategic alternatives available to the Company, as announced by March Networks on June 8. The C$5.00 per Company share offered by Infinova represents a approximately 24 percent to the closing price of the Company shares on the Toronto Stock Exchange on June 8, the last trading day prior to that announcement.
The directors and certain senior officers of the Company, holding together approximately 22 percent 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 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.
The parties expect that the Arrangement will be completed in the fourth quarter of fiscal 2012, 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.
March Networks is a provider of intelligent IP video solutions.
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.
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