Network policy control solutions provider Sandvine has entered into an arrangement agreement with PNI Canada Acquireco Corp, an affiliate of Francisco Partners and subscriber and network intelligence provider Procera Networks which will see PNI acquire all of the issued and outstanding common shares of Sandvine by way of plan of arrangement for cash consideration of C$4.40 (€3.02) per share, with Sandvine then to be combined with Procera. The price per share implies an aggregate fully-diluted equity value for Sandvine of approximately C$562 million.

The combined company will be led by Procera’s Chief Executive Officer, Lyndon Cantor, and Procera’s Chief Financial Officer, Richard Deggs, and retain the Sandvine name.

“Sandvine has done a tremendous job becoming a leader in its market,” said Cantor. “Along with the rest of the Procera team, we look forward to bringing the best of both companies together to accelerate our strategy as the preeminent provider in the emerging Network Intelligence market. The combined organisation will deliver greater capability to serve our customers, execute on innovation initiatives and expand our addressable market.”

“This is a very exciting next step for Sandvine and Procera. As technologies and networks continue to evolve, I firmly believe that the combination of Sandvine and Procera creates the premier provider in our markets—with the scale and innovation needed to address our customers’ opportunities to build more intelligent networks,” said Dave Caputo, Sandvine’s President and Chief Executive Officer, who will join the Board of Directors of the combined company as Non-Executive Chairman.

Founded in 2001 and headquartered in Waterloo, Ontario, Sandvine’s network policy control solutions add intelligence to fixed, mobile and converged communication service provider networks, to increase revenue, reduce network costs and improve subscriber quality of experience. Procera provides network visibility and control across mobile and fixed broadband networks, transforming data into actionable intelligence for operators to make informed business decisions and improve the quality of subscriber experience. The pair say that together, the two companies will be the premier provider of Network Intelligence solutions to communication service providers around the world.

“We are excited to bring together two great companies and teams in the combination of Procera and Sandvine,” said Andrew Kowal, Partner at Francisco Partners. “The combined company will serve over 400 communications service provider customers, with over 1 billion subscribers in more than 100 countries, as well as over 500 enterprise customers and more than 100 OEM and channel partners. We are confident that the combined capabilities of these two companies will deliver more innovative solutions and greater value to customers.”

“The Special Committee and the entire Board of Directors of Sandvine is pleased with the outcome of this process. We firmly believe that this transaction creates the most value for our shareholders today and for customers and the Sandvine team well into the future,” said Ken Taylor, Sandvine Director and Chairman of the Special Committee.

Transaction Highlights

• The cash purchase price represents a 40 per cent premium to Sandvine’s closing share price of C$3.15 on May 26th, 2017 and a 61 per cent premium to the cash-adjusted closing price on May 26th, 2017.
• The Corporation’s Board of Directors, based on the recommendation of a Special Committee of independent directors, consisting of Kenneth Taylor, Osama Arafat and Roger Maggs, has unanimously approved the PNI Arrangement and recommends that Sandvine shareholders vote in favour of the PNI Arrangement. The Special Committee made its recommendation with the benefit of input from its legal and financial advisors.
• The PNI Arrangement Agreement is backed by a full equity backstop of the entire purchase price with the right of Sandvine to specific performance and is not conditioned on debt financing.
• The PNI Arrangement does not require management of the Corporation to roll their shares into the resulting entity and each holder of common shares will receive the same consideration for such common shares.
• The termination fee payable to PNI, in certain circumstances, is C$16.9 million.
• Following closing, Sandvine common shares will be de-listed from the TSX and no longer traded publicly.

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