Ribbon Communications Inc., a global provider of secure and intelligent cloud communications, has announced that it has signed an agreement to acquire Edgewater Networks, a market provider of Network Edge Orchestration for the small and medium enterprise (SME) and Unified Communications (UC) market, the company said.
The acquisition expands and enhances Ribbon´s solution offerings to its customers. In addition, Ribbon´s Microsoft Skype for Business and Teams offerings will be expanded by Edgewater Networks Intelligent Edge solutions.
At the closing of the merger agreement, Ribbon will pay Edgewater Networks shareholders an aggregate of USD 110 million, subject to customary post-closing net working capital and debt adjustments, comprised of:
USD 50 million of cash (subject to customary net working capital adjustments) to be paid at the time of closing and to be funded through the Ribbon´s existing credit facility.
USD 30 million of deferred cash payments, to be funded through existing operating cash flows and completed within 18 months from the closing date.
USD 30 million of Ribbon common stock to be issued at the time of closing, not to exceed 5.2 million shares.
The transaction is expected to close in the third quarter of 2018 and is subject to customary closing conditions and regulatory approvals.
TAP Advisors LLC served as Ribbon´s financial advisor, Latham & Watkins LLP served as Ribbon´s legal advisor and Ernst & Young LLP served as Ribbon´s advisor for financial diligence and related matters. AGC Partners served as Edgewater Networks´ financial advisor and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP served as Edgewater Networks´ legal advisor.
Ribbon Communications is a company with two decades of market leadership experience in providing secure real-time communications solutions to the top service providers and enterprises around the globe.