Tekelec (Morrisville, N.C., U.S.A.), a mobile broadband solutions company, announced on Monday that it has entered into an agreement to be acquired by a consortium led by Siris Capital Group, LLC (New York). The transaction was valued at approximately $780 million.
In a potential stumbling block for the company, hours after the acquisition was announced Tripp Levy PLLC (New York), a national securities law firm, announced an investigation into the proposed acquisition. The investigation concerns whether Tekelec has been undervalued at $11 per share. Tekelec declined to comment on the litigation.
Under the terms of the agreement announced by Tekelec, all outstanding shares of Tekelec's common stock will be acquired for $11 per share in cash, representing an 11% premium over the closing price, and a 38% premium over the 30 day trading average closing price of Tekelec common stock.
Tekelec said that it expects the deal to close during the first quarter of 2012, pending shareholder approval, regulatory approvals and customary closing conditions.
Tekelec's management team is expected to remain in place, and Merle Gilmore, former President of Motorola's Communications Enterprise and Chairman of the Board of Airvana Network Solutions Inc. (Chelmsford, Mass., U.S.A.), will serve as Tekelec's Executive Chairman following the closing.
Goldman, Sachs & Co. is acting as financial advisor, and Bryan Cave LLP and Akin Gump Strauss Hauer & Feld LLC are acting as legal counsel to Tekelec. Perella Weinberg Partners and Macquarie Capital are serving as financial advisors, and Simpson Thacher & Bartlett LLP is serving as legal counsel, to the acquirer.
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