Telecomunicazioni
Pareteum and Artilium Announce Agreement for Pareteum to Acquire Artilium in $104.7 Million Transaction
NEW YORK and LONDON , June 7, 2018 /PRNewswire/ -- (NYSE American: TEUM) (AIM: ARTA) today announced that they have reached agreement for Pareteum to acquire Artilium. Under the terms of the acquisition, which have been further detailed today in an announcement issued under Rule 2.7 of the UK Takeover Code, each Artilium shareholder will be entitled to receive 0.1016 Pareteum shares and 1.9 pence in cash per Artilium share upon completion of the transaction. The acquisition values each Artilium share at 19.55 pence and the entire issued and to be issued ordinary share capital of Artilium at approximately $104.7 million (or £78.0 million), based on Pareteum's closing share price of $2.33 on June 6, 2018 and the exchange rate of US$1.3413 : £1.
The transaction has been approved by the Pareteum Directors and all of the independent Artilium Directors (the " "). The two companies recognize that the businesses are a natural fit and that Artilium complements and extends Pareteum's geographic footprint in Europe .
Artilium and Pareteum have since October 2017 benefitted from a strategic alliance entered into with the intention of jointly pursuing new and developed markets, accelerating growth and increasing market penetration for both Artilium and Pareteum. Since announcing the strategic alliance, the Pareteum Directors and Artilium's Recommending Directors have been incredibly pleased by the way the businesses have successfully collaborated and by their customers' enthusiasm for the partnership.
In the few months since the alliance was launched, the two companies have collaborated on at least 18 opportunities, resulting in 7 sales wins and an increasing pipeline of potential deals to pursue. Pareteum estimates that over $65 million has been added to its 36-month contractual revenue backlog as a direct result of the engagement.
The two management teams have also worked well together and proven to be highly complementary.
The transaction is expected to be significantly accretive to Pareteum's non-GAAP earnings per share in FY2019 , produce strong growth in pro-forma operating cashflow generation and provide material cost and revenue synergies.
Commenting on the acquisition, Robert H. Turner , Founder, Executive Chairman and Principal Executive Officer of Pareteum, said: Artilium and Pareteum have a natural fit when considering the award-winning products and services that will be combined and offered, the expansion of addressable markets, making us truly global in reach, and the resulting improved executive and operating talent to lead our company to even higher achievements and results. Since October 2017 , we have operated in a strategic alliance with Artilium, which has had materially positive results. We will now turn our attention to accelerating this as one company. It has been a pleasure and great honor to work with Jan-Paul Menke and Bart Weijermars to combine our companies. The vision of open mobility and open applications now takes a demonstrable leap forward
Commenting on the acquisition, Jan-Paul Menke , Non-Executive Chairman of Artilium, said: Pareteum and Artilium make a powerful combination. Our Artilium shareholders are very pleased with this transaction. We have grown Artilium with several well selected transactions, in addition to the sales and business development achievements we have produced. With the now significantly enhanced operating capabilities of the combined companies, we expect even more opportunities to become available and further improve the outlook for shareholder growth and value to be reflected in our business. Bart and I have had a positive and constructive experience in working with Robert H. Turner and his Pareteum "TEUM" to now create a very powerful platform company, and, it is one that we feel has the capability for significant future growth
Pareteum believes that the ongoing participation of Artilium's CEO, Bart Weijermars , in the Artilium group and, in turn, the Pareteum group, is an important element of the acquisition. Therefore, effective on completion of the acquisition, he will be engaged as Chief Executive Officer of Pareteum Europe and Artilium as wholly owned subsidiaries of Pareteum.
The Directors of Pareteum and the Artilium Recommending Directors intend to recommend unanimously that their respective shareholders approve the transaction. The transaction is currently expected to close in September 2018 , subject to the satisfaction of certain conditions including approval by Pareteum's stockholders of the issuance of shares of common stock in connection with the acquisition and approval by Artilium's shareholders of the scheme of arrangement under English law.
The Pareteum Directors and the Artilium Recommending Directors believe that the acquisition offers the opportunity for Pareteum stockholders and Artilium shareholders to benefit from the significant long term value creation that is expected to be unlocked by the combination, as well as offering Artilium shareholders a partial liquidity event.
The Pareteum Directors and the Artilium Recommending Directors believe the industrial logic for bringing the two companies together is underpinned by four key principles:
Jefferies LLC is acting as financial advisor and Hogan Lovells is acting as legal advisor to Pareteum on the transaction. finnCap Ltd is acting as financial advisor and Addleshaw Goddard LLP is acting as legal advisor to Artilium on the transaction.
There will be an investor presentation for investors and research analysts Friday, June 8 at 11:00 a.m. New York time / 4:00 p.m. London time (dial-in instructions below). A copy of the presentation (and any relevant accompanying oral presentation/transcript) will be available, subject to certain restrictions relating to persons resident in certain restricted jurisdictions, at and in due course.
Date: Friday, June 8, 2018
Time: 11:00 a.m. ET
Conference ID: 5039786
Participant Dial-In Numbers:
TOLL-FREE 1-866-548-4713
TOLL/INTERNATIONAL 1-323-794-2093
U.K. TOLL +44 (0)330 336 9105
U.K. TOLL FREE 0800 358 6377
Live Webcast: http://public.viavid.com/index.php?id=130055
Pareteum is a rapidly growing cloud communications platform company with a mission - "to connect every person and every thing"™. Service providers, brand marketing companies, enterprise and Internet of Things providers use Pareteum to energize their growth and profitability through cloud communication services and complete turnkey solutions featuring relevant content, applications, and connectivity worldwide. To achieve this, Pareteum has developed patent pending software platforms which are connected to 45 mobile networks in 65 countries using multiple different communications channels including mobile telephony, data, SMS, VOIP, OTT services – all over the world. Pareteum integrates all these disparate communications methods and services and brings them to life for customers and application developers, allowing communications to become value-added. This is a major strategic target for many industries, from legacy telecommunications providers to the disruptive technology and data enterprises of today and the future.
The vast majority of Pareteum's platform is comprised of its own proprietary software, which provides customers with a great deal of flexibility in how they use its products now and in the future and allows Pareteum to be market driven in its future. Pareteum's platform services partners (technologies integrated into its SMART Cloud) include: HPE, IBM, Sonus, Oracle, Microsoft, NetNumber, Affirmed and other world class technology providers. Pareteum is a mission-focused company empowering every person and every "thing" to be globally connected – Any Device, Any Network, Anywhere.™ The Pareteum SMART Cloud Platform targets large and growing sectors from IoT (Internet of Things), Mobile Virtual Network Operators (MVNO), Smart Cities, and Application developer markets - each in need of mobile platforms, management and connectivity. These sectors need Communications-as-a-Service (CaaS), which Pareteum delivers.
Artilium is an innovative software development company active in the enterprise communications and core telecommunication markets delivering software solutions which layer over disparate fixed, mobile and IP networks to enable the deployment of converged communication services and applications.
In broad terms, Artilium provides services to both telecom infrastructure customers (across Mobile Network Operators (MNOs), Mobile Virtual Network Operators (MVNOs), Mobile Virtual Network Enablers (MVNEs), Fixed and Alternative Operators, Hosting Providers, System Integrators and Managed Service Providers) such as Proximus and Telenet, as well as enterprise customers, such as Philips. Across products and businesses, Artilium provides services to more than 20 million end-users.
No statement in this press release is intended as a profit forecast or estimate for any period and no statement in this press release should be interpreted to mean that earnings or earnings per ordinary share for Artilium or Pareteum for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Artilium or Pareteum.
InvestorRelations@pareteum.com
Denis McCarthy
Senior Vice President Corporate Development
(646) 810-2182
Ted O'Donnell
Chief Financial Officer
(212) 984-1096
Alexander Korff
Corporate Secretary
(646) 810-2182
Stephen Hart
Hayden IR
917-658-7878
Carrie Howes
Rayleigh Capital
Dubai - London
T UAE: +971 (0) 55 997 0427 | T UK: +44 (0) 870 490 5443 | T CAN: +1 416 900 3634
Jan-Paul Menke
Non-Executive Chairman
Bart Weijermars
Chief Executive Officer
Rupert Hutton
Chief Finance Officer
in each case via Buchanan , as below:
Chris Lane , Buchanan
+44 (0)20 7466 5000
Jamie Hooper , Buchanan
+44 (0)20 7466 5000
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