EAGAN, Minn., Jan. 4, 2019 /PRNewswire/ -- On January 4, 2019, ConvergeOne Holdings, Inc.
(Nasdaq: CVON) ("ConvergeOne" or the "Company") and PVKG Merger
Sub, Inc. ("Offeror") announced that Offeror has successfully
completed its offer to purchase all outstanding shares of common
stock of ConvergeOne for $12.50 per
share, net to the seller in cash, without interest and less any
withholding of taxes required by applicable law.
The tender offer, which was made pursuant to the Agreement and
Plan of Merger, entered into by ConvergeOne, PVKG Intermediate
Holdings Inc. ("Parent") and Offeror on November 6, 2018 (the "Merger Agreement"),
expired at 5:00 p.m., Eastern time,
on January 3, 2019. As of the
expiration of the tender offer, 73,678,798 shares of ConvergeOne
common stock had been validly tendered and not properly withdrawn,
representing approximately 97.48 percent of the outstanding shares
of ConvergeOne common stock. As of the expiration of the
tender offer, Notices of Guaranteed Delivery had been delivered for
1,141,079 shares of ConvergeOne common stock, representing
approximately 1.5 percent of the outstanding shares of ConvergeOne
common stock. All shares that were validly tendered and not
properly withdrawn have been accepted by Offeror for payment in
accordance with the terms of the tender offer and applicable
law.
Parent and Offeror expect to complete the acquisition of
ConvergeOne later today through a merger without a vote or meeting
of ConvergeOne's stockholders pursuant to the terms of the Merger
Agreement and in accordance with Section 251(h) of the General
Corporation Law of the State of
Delaware. All remaining shares of ConvergeOne common
stock not purchased in the tender offer will be converted into the
right to receive the same per share consideration of $12.50 in cash, without interest and less any
withholding of taxes required by applicable law, that will be paid
in the tender offer. Upon completion of the merger,
ConvergeOne will become a wholly owned subsidiary of Parent and
ConvergeOne common stock will cease to be traded on the Nasdaq
Global Market.
Raymond James & Associates
and William Blair acted as financial
advisors to ConvergeOne in connection with the transaction.
Raymond James & Associates, William Blair and Jefferies LLC provided
fairness opinions to ConvergeOne's Board of Directors. Cooley
LLP served as legal counsel to ConvergeOne. Deutsche Bank and
UBS Investment Bank acted as financial advisors to CVC Capital
Partners ("CVC"), and White & Case LLP served as CVC's legal
counsel in connection with the transaction.
About ConvergeOne
Founded in 1993, ConvergeOne is a leading global IT services
provider of collaboration and technology solutions for large and
medium enterprises with decades of experience assisting customers
to transform their digital infrastructure and realize a return on
investment. Over 10,400 enterprise and mid-market customers
trust ConvergeOne with collaboration, enterprise networking, data
center, cloud and security solutions to achieve business outcomes.
Our investments in cloud infrastructure and managed services
provide transformational opportunities for customers to achieve
financial and operational benefits with leading technologies.
ConvergeOne has partnerships with more than 300 global
industry leaders, including Avaya, Cisco, IBM, Genesys and
Microsoft to customize specific business outcomes.
ConvergeOne delivers solutions with a full lifecycle approach
including strategy, design and implementation with professional,
managed and support services. ConvergeOne holds more than
6,000 technical certifications across hundreds of engineers
throughout North America including
three Customer Success Centers. More information is available
at www.convergeone.com.
About CVC Capital Partners
CVC is a leading private equity and investment advisory firm.
Founded in 1981, CVC today has a network of 24 offices and
approximately 450 employees throughout Europe, Asia
and the US. To date, CVC has secured commitments of over
US$110 billion from some of the
world's leading institutional investors across its private equity
and credit strategies. In total, CVC currently manages over
US$70 billion of assets. Today,
funds managed or advised by CVC are invested in 71 companies
worldwide, employing c.295,000 people in numerous countries.
Together, these companies have combined annual sales of
approximately US$100 billion.
For further information about CVC, please
visit www.cvc.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release may contain forward-looking statements,
including, but not limited to, the proposed acquisition of
ConvergeOne by affiliates of CVC Fund VII ("CVC VII"), the
capabilities of the combined company following the acquisition,
statements regarding the proposed transaction between affiliates of
CVC VII and ConvergeOne, the expected timetable for completing the
transaction, strategic and other potential benefits of the
transaction, and other statements about affiliates of CVC VII, CVC
VII or ConvergeOne managements' future expectations, beliefs,
goals, plans or prospects, are subject to known and unknown risks
and uncertainties such as, but not limited to, those described in
ConvergeOne's periodic reports on file with the U.S. Securities and
Exchange Commission (the "SEC"). These forward-looking
statements are based on CVC VII's and ConvergeOne's current plans
and expectations and are subject to or involve certain known and
unknown risks and uncertainties that could cause actual future
events or results to be different from those described in or
implied by the forward-looking statements. Risks and
uncertainties include, among other things, risks related to changes
in facts and circumstances and other uncertainties concerning the
proposed transaction. Readers are cautioned not to place
undue reliance on any of these forward-looking statements.
These forward-looking statements speak only as of the date
hereof. Except as required by applicable law or regulation,
CVC VII and ConvergeOne undertake no obligation to update or revise
any of these forward-looking statements to reflect future events or
circumstances. Further information about these matters can be
found in ConvergeOne's SEC filings that are available at
www.sec.gov. CVC VII and ConvergeOne caution investors not to
place considerable reliance on the forward-looking statements
contained in this press release.
View original
content:http://www.prnewswire.com/news-releases/affiliates-of-cvc-fund-vii-complete-tender-offer-for-all-outstanding-shares-of-convergeone-300772880.html
SOURCE ConvergeOne Holdings, Inc.