Companies news of 2007-06-30 (page 1)
BCE - Media Advisory
BCE Reaches Definitive Agreement to be Acquired By Investor Group Led by Teachers,...
Under the Directives of NTC's USO Plan, QUALCOMM and CAT Facilitate Greater Wireless...
Tektronix Completes $345 Million Private Placement of 1.625% Senior Convertible Notes
BCE - Media Advisory
MONTREAL, June 30 /PRNewswire-FirstCall/ -- BCE Inc. will hold a media conference call today, Saturday June 30, at 1:00 pm to discuss its proposed acquisition by an investor group led by Teachers Private Capital. (See news release issued earlier today on our website at http://www.bce.ca/.)
Please dial 416 340-2217 or 1-866-696-5910, access code 3227752#.
You can also listen to the call via an audio webcast by accessing http://www.bce.ca/.
Instant replay
An instant replay will also be available after the call beginning July 1 at 9 a.m. and ending July 16 at 5 p.m. by dialing 416 695-5800 or 1-800-408-3053, access code 3227752#.
About BCE Inc.
BCE is Canada's largest communications company, providing the most comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, the Company's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. Other BCE holdings include Telesat Canada, a pioneer and world leader in satellite operations and systems management, and an interest in CTVglobemedia, Canada's premier media company. BCE shares are listed in Canada and the United States.
BCE Inc.
CONTACT: Pierre Leclerc, Bell Canada, Media Relations, 514 391-2007, 1 877 391-2007, pierre.leclerc@bell.ca; Bernard le Duc, BCE Investor Relations, 514-870-8276, bernard.leduc@bell.ca
BCE Reaches Definitive Agreement to be Acquired By Investor Group Led by Teachers, Providence and Madison - BCE Board Recommends Shareholders Accept C$42.75 (US$40.13) Per Share Offer- Offer is 40% premium over "undisturbed share price" - Closing targeted for first quarter, 2008
MONTREAL, June 30 /PRNewswire-FirstCall/ -- BCE (TSX/NYSE: BCE) today announced that the company has entered into a definitive agreement for BCE to be acquired by an investor group led by Teachers Private Capital, the private investment arm of the Ontario Teachers Pension Plan, Providence Equity Partners Inc. and Madison Dearborn Partners, LLC. The all-cash transaction is valued at C$51.7 billion (US$48.5 billion), including C$16.9 billion (US$15.9 billion) of debt, preferred equity and minority interests. The BCE Board of Directors unanimously recommends that shareholders vote to accept the offer.
Under the terms of the transaction, the investor group will acquire all of the common shares of BCE not already owned by Teachers for an offer price of C$42.75 per common share and all preferred shares at the prices set forth in the attached schedule. Financing for the transaction is fully committed through a syndicate of banks acting on behalf of the purchaser. The purchase price represents a 40% premium over the undisturbed average trading price of BCE common shares in the first quarter of 2007, prior to the possibility of a privatization transaction surfacing publicly. The transaction values BCE at 7.8 times EBITDA (earnings before interest, taxes, depreciation and amortization) for the 12-month period ending March 31, 2007.
"This proposed transaction concludes a comprehensive and disciplined review of the company's strategic alternatives launched April 17," said Richard J. Currie, Chairman of the Board of BCE. "It will deliver substantial value creation for our shareholders. In addition, a majority of the equity will be owned by Canadians."
"The transaction delivers to our shareholders the economic benefit of the work done to focus on our core business and to strengthen Bell with a new cost structure and new competitive capabilities," said Michael Sabia, President and CEO of BCE. "All members of the investor group have outstanding track records in building strong and resilient enterprises and they share our commitment to customers, our employees and the communities we serve."
"It is gratifying to see that BCE's Board of Directors shares our vision for this initiative, and we are honoured to lead the largest buyout transaction in Canadian corporate history," said Jim Leech, Senior Vice-President, Teachers' Private Capital, noting that Teachers has been a major BCE shareholder since the early 1990s. "The Board has recognized our commitment to BCE's ongoing growth potential, through our proposed investment strategy. We made it clear in our proposal that we have carefully considered the potential for BCE and its ongoing status as a Canadian icon. We strongly believe that all BCE shareholders, Canadian consumers, and employees, including senior management, who will continue to direct the company from its headquarters in Montreal, will benefit from this transaction. We look forward to working together with BCE to make this a reality."
"This is a unique opportunity to contribute to and participate in the growth of one of the world's most significant communications companies," said Jonathan M. Nelson, Chief Executive Officer of Providence Equity Partners. "BCE offers state of the art services through its sophisticated network that extends throughout Canada. We look forward to working with BCE's talented management and employees and our partners to build on the strong platform that is in place for the benefit of all of the company's stakeholders."
The equity ownership of BCE would be as follows: Teachers Private Capital 52%, Providence 32%, Madison Dearborn 9% and other Canadian investors 7%.
The purchaser has obtained a debt commitment to finance the transaction subject to usual terms for these types of financings. The purchaser anticipates requiring BCE, Bell Canada and Bell Mobility to redeem outstanding redeemable debentures maturing up to August 2010 pursuant to their terms as of and subject to the closing of the transaction. The acquisition debt financing would become an obligation of BCE and be guaranteed by BCE's then subsidiaries (other than Bell Aliant Regional Communications Income Fund and Northwestel Inc.). As to Bell Canada, the purchaser's financing would comply as to ranking and security with the then existing Bell Canada debentures and medium term notes issued under the 1976 and 1997 indentures. In addition, the purchaser has obtained commitments to make available a combination of facilities in order to support the ongoing liquidity needs for the company.
The transaction is subject to the customary approvals, including CRTC approval for the transfer of Bell's broadcast license, and Industry Canada with respect to the transfer of spectrum licenses.
The transaction includes a break-up fee of C$800 million (US$751 million), payable by BCE in certain circumstances and a reverse break-up fee of C$1 billion payable by the purchaser in certain circumstances. The transaction will be completed through a plan of arrangement, which will require the approval of two-thirds of outstanding common and preferred shares, voting as a class. Shareholders will be asked to vote on the transaction at a special meeting, the details of which will be announced in due course. The company anticipates that the transaction will be completed in the first quarter of next year.
A proxy circular will be prepared and mailed to shareholders over the coming months providing shareholders with important information about the transaction. A material change report, which provides more details on the transaction, will be filed with the Canadian securities commissions and with the U.S. Securities and Exchange Commission and will be available at http://www.sedar.com/ and at http://www.sec.gov/.
Legal advisors to BCE are Davies, Ward Phillips & Vineberg, Stikeman Elliott, and Sullivan & Cromwell. The bid process was led by Goldman, Sachs and Co. BMO Capital Markets, CIBC Capital Markets and RBC Capital Markets also acted as financial advisors to the company. Greenhill and Co. provided independent advice to the Strategic Oversight Committee of the BCE Board of Directors. The Board received fairness opinions regarding the consideration to be paid for common and preferred shares from the company's financial advisors.
Legal advisors to the investor group are Weil, Gotshal & Manges and Goodmans. Citi is serving as lead mergers & acquisitions advisor to the consortium. Other financial advisors include Deutsche Banc, Royal Bank of Scotland and TD Securities.
SCHEDULE A
BCE PREFERRED SHARES - PURCHASE PRICES
The cash considerations payable to the holders of the preferred shares
are as follows:
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First Preferred Shares Consideration Per Share
-------------------------------------------------------------------------
Series R $25.65 (x)
Series S $25.50 (x)
Series T $25.77 (x)
Series Y $25.50 (x)
Series Z $25.25 (x)
Series AA $25.76 (x)
Series AC $25.76 (x)
Series AE $25.50 (x)
Series AF $25.41 (x)
Series AG $25.56 (x)
Series AH $25.50 (x)
Series AI $25.87 (x)
-------------------------------------------------------------------------
(x)Together with accrued but unpaid dividends to the Effective Date.
About BCE Inc.
BCE is Canada's largest communications company, providing the most comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, the Company's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. Other BCE holdings include Telesat Canada, a pioneer and world leader in satellite operations and systems management, and an interest in CTVglobemedia, Canada's premier media company. BCE shares are listed in Canada and the United States.
About Ontario Teachers' Pension Plan
With more than $16 billion in assets, Teachers' Private Capital is one of North America's largest private investors, providing equity and mezzanine debt capital for large and mid-sized companies, venture capital for developing industries, and financing for a growing portfolio of infrastructure and timberland assets worldwide. The CDN$106 billion Ontario Teachers' Pension Plan is the largest single-profession pension plan in Canada. It is an independent corporation responsible for investing the fund and administering the pensions of Ontario's 271,000 active and retired teachers.
About Providence Equity Partners Inc.
Providence Equity Partners is the leading global private equity firm specializing in equity investments in media, entertainment, communications and information companies around the world. The principals of Providence manage funds with approximately $21 billion in equity commitments and have invested in more than 100 companies operating in over 20 countries since the firm's inception in 1989. Significant investments include Bresnan Broadband Holdings, Casema, Com Hem, Digiturk, Education Management Corporation, eircom, Freedom Communications, Idea Cellular, Kabel Deutschland, Metro-Goldwyn-Mayer, Ono, Open Solutions, PanAmSat, ProSiebenSat.1, Recoletos, TDC, Univision, VoiceStream Wireless, Warner Music Group, Western Wireless and Yankees Entertainment Sports Network. Providence is headquartered in Providence, RI (USA) and has offices in New York, London, Hong Kong and New Delhi.
About Madison Dearborn Partners
Madison Dearborn Partners ("MDP"), based in Chicago, is one of the most experienced and successful private equity investment firms in the United States. MDP has more than US$14 billion of equity capital under management and makes new investments through its most recent fund, Madison Dearborn Capital Partners V, a US$6.5 billion investment fund raised in 2006. Over the past 20 years, MDP's principals have completed over 200 investments. MDP focuses on private equity transactions across a broad spectrum of industries, including basic industries, communications, consumer, energy and power, financial services, health care and real estate. Over the last decade, MDP has been an active investor in the communications sector, with investments in such wireless communications industry leaders as Nextel Communications, Nextel Partners, Clearnet Communications, Omnipoint Corporation, MetroPCS Communications, and other wireless and wireline telecom companies. MDP has also been an active investor in the media industry, with investments in such companies as Telemundo Communications Group, Intelsat, Ltd., Univision Communications and XM Satellite Radio. For more information, please visit the MDP website at http://www.mdcp.com/ http://www.mdcp.com/.
Caution Concerning Forward-Looking Statements
This news release contains forward-looking statements relating to the proposed acquisition of BCE Inc., including statements regarding the completion of the proposed transaction and other statements that are not historical facts. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements.
The completion of the proposed transaction is subject to a number of terms and conditions, including, without limitation: (i) approval of the CRTC, Competition Bureau, Industry Canada and other applicable governmental authorities, (ii) required BCE shareholder approval, (iii) necessary court approvals, and (iv) certain termination rights available to the parties under the Definitive Agreement. These approvals may not be obtained, the other conditions to the transaction may not be satisfied in accordance with their terms, and/or the parties to the Definitive Agreement may exercise their termination rights, in which case the proposed transaction could be modified, restructured or terminated, as applicable.
The forward-looking statements contained in this news release are made as of the date of this release. We disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, we undertake no obligation to comment on expectations of, or statements made by, third parties in respect of the proposed transaction. For additional information with respect to certain of these and other assumptions and risks, please refer to the related material change report and the Definitive Agreement to be filed by BCE Inc. with the Canadian securities commissions (available at http://www.sedar.com/) and with the U.S. Securities and Exchange Commission (available at http://www.sec.gov/).
BCE INC.
CONTACT: For BCE inquiries, please contact: Pierre Leclerc, Bell Canada, Media Relations, (514) 391-2007, 1-877-391-2007, pierre.leclerc@bell.ca; Bernard le Duc, BCE Investor Relations, (514) 870-8276, bernard.leduc@bell.ca; Ontario Teachers Pension Plan Board: Deborah Allan, (416) 730-5347; Providence Equity Partners: George Sard, (212) 687-8080, Andrew Cole, (415) 618-8750; Madison Dearborn Partners: Mark Tresnowski, (312) 895-1040
Under the Directives of NTC's USO Plan, QUALCOMM and CAT Facilitate Greater Wireless Technology Access in Southern Thailand- CDMA2000 1xEV-DO Wireless Technology and Telemedicine Equipment Benefits Medical and Educational Needs of Rural Communities -
KOH PANYEE, PHANG NGA, Thailand, June 29 /PRNewswire-FirstCall/ -- QUALCOMM Incorporated , a leading developer and innovator of Code Division Multiple Access (CDMA) and other advanced wireless technologies, today announced the launch of its Wireless Reach(TM) initiative in Koh Panyee and Ban Pakkoh, Phang Nga in southern Thailand. QUALCOMM, along with CAT Telecom Public Company Limited (CAT), the National Telecommunications Commission (NTC), the Ministry of Public Health (MOPH), the Office of the Non- Formal Education Commission (ONFEC), the Ministry of Education and Axesstel Inc. , are working together to provide EV-DO high-speed wireless services to fulfill the medical and educational needs of these communities.
"Today's launch of the QUALCOMM Wireless Reach initiative in Thailand demonstrates our continued efforts to provide greater wireless access to communities that have limited or no connectivity," said Shawn A. Covell, senior director, international government affairs, QUALCOMM. "Due to the unique conditions of living on a remote island, voice and data communication is often a challenge and at times, medical assistance efforts can be hampered. QUALCOMM and our partners are hopeful that EV-DO services will improve residents' lives by providing easier and faster access to medical help and education."
QUALCOMM will donate telemedicine equipment for two public health stations on the two islands, including: illumination and imaging systems, dermascopes, ENT scopes, general examination cameras, stethoscopes and digital spirometers. Desktop computers and wireless connectivity equipment also will be provided to the nearest main hospital in Phang Nga, connecting the public health stations with the hospital, enabling them to transmit data to the hospital and benefit from real-time access to doctors.
"This project is an excellent example of how the government and the private sector can work together to address socioeconomic issues faced by some of our rural communities," said Dr. Porntep Siriwanarangsun M.D., senior advisor, Ministry of Public Health Thailand. "One of the key challenges we face in communities like Koh Panyee and Ban Pakkoh is the ability to communicate in real-time, which is needed for specific medical assistance. We are delighted that QUALCOMM, CAT and Axesstel have demonstrated their commitment by supplying telemedicine equipment and EV-DO services that helps to bridge the communication gap."
The Thailand Wireless Reach initiative will also establish telecenters in Tub Pud Public Library and Kura Buri Public Library in the Phang Nga area. QUALCOMM will provide desktop computers and Axesstel will provide its D800 EV- DO modems to the two libraries for Internet access, enabling greater learning and education. Furthermore, four laptop computers - equipped with EV-DO cards and using CAT's EV-DO network - also will be provided, with the goal of bringing Internet access for education directly to the people in Phang Nga as part of ONFEC's mobile learning program. CAT will provide three years of service - free of charge - in addition to eight EV-DO cards.
"A key mission for ONFEC is to empower underserved communities with the technology needed to further their learning," said Dr. Sombat Suwanpitak, director, Office of The Non-Formal Education Commission. "Thai residents living in Phang Nga - either on islands like Koh Panyee and Ban Pakkoh or in remote areas such as Tub Pud and Kura Buri - usually have limited access to telephones and the Internet. This has been one of our challenges in providing education. However, we are confident that our efforts in providing broadband wireless Internet services, using CAT's EV-DO service, will offer residents better access to information and education and will greatly enhance their social and economic livelihoods."
"Thailand is one of the most exciting markets in terms of telecommunications development, and we appreciate the efforts of our partners in improving teledensity in the rural areas of Thailand," said Professor Prasit Prapinmongkolkarn, Ph.D., commissioner of The National Telecommunications Commission. "Looking ahead, the NTC will continue to work with our partners to ensure that wireless technology is delivered to underserved communities."
"CAT Telecom is delighted to work with QUALCOMM, NTC, Axesstel and the Thai authorities to improve the socioeconomic conditions of those with limited access to telecommunications," said Mr. Phisal Jophochaudom, president of CAT Telecom Public Company Limited. "As a leading provider of EV-DO high-speed wireless data services in Thailand, we are in a strong position to help the people of Phang Nga and other remote areas to enhance the overall communications capabilities in their communities."
"The Wireless Reach project in Phang Nga demonstrates Axesstel's commitment to further the goal of universal global connectivity, particularly in underserved regions of the world," said Marv Tseu, chief executive officer for Axesstel. "We look forward to working with QUALCOMM, regional CDMA operators and other organizations to increase voice and data access in Thailand. We believe our D800 EV-DO solution will provide the residents of Phang Nga reliable connectivity to enable them to obtain the information needed for education and communication that can be difficult in rural areas."
QUALCOMM believes access to advanced wireless voice and data services improves people's lives. The Company's Wireless Reach initiative supports programs and solutions that bring the benefits of connectivity to developing communities globally. By working with partners, Wireless Reach projects create new ways for people to communicate, learn, access healthcare and reach global markets. For more information, please visit http://www.qualcomm.com/wirelessreach.
QUALCOMM Incorporated (http://www.qualcomm.com/) is a leader in developing and delivering innovative digital wireless communications products and services based on CDMA and other advanced technologies. Headquartered in San Diego, Calif., QUALCOMM is included in the S&P 500 Index and is a 2007 FORTUNE 500(R) company traded on The Nasdaq Stock Market(R) under the ticker symbol QCOM.
QUALCOMM is a registered trademark of QUALCOMM Incorporated. Wireless Reach is a trademark of QUALCOMM Incorporated. CDMA2000 is a registered trademark of the Telecommunications Industry Association (TIA USA). All other trademarks are the property of their respective owners.
QUALCOMM Contacts:
Tina Asmar, Corporate Communications
Phone: 1-858-845-5959
Email: corpcomm@qualcomm.com
John Gilbert, Investor Relations
Phone: 1-858-658-4813
Email: ir@qualcomm.com
Burson-Marsteller:
Adrian Fu
Phone: 1-852-2963-6715
Email: Adrian_fu@hk.bm.com
QUALCOMM Incorporated
CONTACT: Tina Asmar, Corporate Communications, +1-858-845-5959, corpcomm@qualcomm.com, or John Gilbert, Investor Relations, +1-858-658-4813, ir@qualcomm.com, both of QUALCOMM; or Adrian Fu of Burson-Marsteller, +852-2963-6715, Adrian_fu@hk.bm.com
Web site: http://www.qualcomm.com/
Tektronix Completes $345 Million Private Placement of 1.625% Senior Convertible Notes
BEAVERTON, Ore., Jun. 29 /PRNewswire-FirstCall/ -- Tektronix, Inc. today announced the completion of a private placement of $300 million aggregate principal amount of senior convertible notes due 2012 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act"). Initial purchasers also exercised the option to purchase an additional $45 million aggregate principal amount of notes, bringing the total issuance to $345 million. The notes will bear interest at a rate of 1.625% per year. Concurrent with the offering, the company used approximately $110 million of the net proceeds from the offering to purchase approximately 3.2 million shares of its common stock. The company used approximately $30.5 million of the net proceeds from the offering to fund the net cost of certain convertible note hedge and warrant transactions in connection with the offering. The balance of the net proceeds from the offering will be used to purchase additional shares of Tektronix common stock under the company's share repurchase program and for general corporate purposes. Including the above-described repurchase of approximately $110 million worth of shares of our common stock, Tektronix expects to repurchase approximately $300 million worth of shares of our common stock within one year of the closing of the sale of notes.
"This offering reflects Tektronix commitment to enhance shareholder value and improve earnings per share through our share repurchase program," stated Rick Wills, Tektronix, Chairman and CEO. In connection with this offering, Tektronix' Board of Directors authorized an incremental $350 million to repurchase shares of common stock in the open market and in privately negotiated transactions under the company's share repurchase program. Since the program was initiated in January 2000 and including the authorization in connection with this offering, the board has authorized $1,600 million for share repurchase.
This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors, including our ability to repurchase shares at acceptable prices. These risks, uncertainties and other factors could cause actual results to differ materially from those referred to in the forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. Other risks that could impact the offering are described in detail in the Tektronix Annual Report on Form 10-K for the year ended May 27, 2006 and the Tektronix Quarterly Reports on Form 10-Q for the quarterly periods ended August 26, 2006, November 25, 2006 and February 24, 2007, respectively, all as filed with the U.S. Securities and Exchange Commission. All forward-looking statements are based on information currently available to Tektronix and Tektronix assumes no obligation to update any such forward-looking statements.
About Tektronix
Tektronix is a leading supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, and semiconductor industries -- as well as military/aerospace, consumer electronics, education and a broad range of other industries worldwide. With 60 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks, advanced and pervasive technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide. Tektronix' Web address is http://www.tektronix.com/.
Tektronix, Inc.
CONTACT: media, Kimberly McAlear, +1-503-627-4314, kimberly.mcalear@tektronix.com, or analysts, Paul Oldham, +1-503-627-4027, paul.r.oldham@tektronix.com, both of Tektronix, Inc.
Web site: http://www.tektronix.com/
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