Aviat Networks, Inc. (“Aviat”) (Nasdaq: AVNW)) , the leading expert in wireless transport solutions, and Redline Communications Group, Inc. (“Redline”) (TSX: RDL), a leading provider in mission-critical data infrastructure, announced today that they have entered into an arrangement agreement (the “Arrangement Agreement”) under which Aviat will acquire all outstanding shares of Redline for CAD$0.90 per common share (approximately USD$0.71 per share), in an all-cash transaction (the “Transaction”) valued at approximately CAD $16.2 million (approximately USD$12.9 million). Aviat expects to fully fund the acquisition from cash on hand. Subject to customary closing conditions and necessary regulatory approvals, the transaction is expected to close within four months.
Commenting on the Transaction, Pete Smith, Aviat CEO, said, “This is an exciting opportunity for both Aviat and Redline. The acquisition expands Aviat’s share in private networks by adding Redline’s wireless network access capabilities in industrial PTP/PTMP and licensed Private LTE and 5G to Aviat’s existing wireless transport backhaul solutions. Redline products will leverage Aviat’s sales and marketing presence for broader reach. Likewise, Aviat will benefit from Redline’s presence in the Oil & Gas, and Transportation verticals.”
Smith continued, “We expect this deal to be immediately accretive to Aviat’s gross margin %, Adjusted EBITDA, non-GAAP EPS, and Free Cash Flow all in the first year. We look forward to finalizing this transaction which we believe will generate significant value for our shareholders.”
Richard Yoon, President and CEO, Redline added that, “Aviat is a great partner for Redline. We look forward to leveraging our portfolio in conjunction with Aviat’s global scale.”
This Transaction is expected to provide both Aviat and Redline customers with a broader, more integrated portfolio of wireless access and transport solutions and reinforces Aviat’s roadmap and commitment to the future of Private Networks as the environment evolves to 5G and beyond.
Transaction Details
Aviat intends to fund the acquisition with cash from the balance sheet.
Aviat and Redline will run independently until the closing of the Transaction.
The Transaction will be carried out by way of a Court-approved plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act, pursuant to which Aviat will acquire all the outstanding common shares of Redline (the “Redline Shares”). The implementation of the Arrangement will be subject to the approval of at least 66 2/3% of the votes cast by Redline shareholders present in person or represented by proxy at the annual general and special meeting of Redline shareholders (the “Meeting”) and a majority of all of the votes cast by Redline shareholders present in person or represented by proxy at the Meeting after excluding votes of certain persons whose votes must be excluded in accordance with Canadian Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, and the receipt of applicable approvals from the Ontario Superior Court of Justice. The implementation of the Arrangement will also be subject to the completion of a reduction in the stated capital of the Redline Shares, which will require the approval of at least 66 2/3% of the votes cast by Redline shareholders present in person or represented by proxy at the Meeting.
The Arrangement Agreement provides for, among other things, customary representations, warranties and covenants, including a non-solicitation covenants from Redline, subject to customary “fiduciary out” provisions that allow Redline to accept a superior proposal in certain circumstances and a five-business day “right to match period” in favour of Aviat. The Arrangement Agreement also provides for the payment of a termination fee of CAD$ 0.65 million to Aviat in the event the Transaction is terminated in certain specified circumstances, including if Aviat does not exercise its right to match in the context of a superior proposal supported by Redline. The completion of the transaction is not subject to any financing condition.
All directors and executive officers of Redline and certain other shareholders of Redline, holding approximately 29.7% of the issued and outstanding Redline Shares as of the date hereof, have entered into voting and support agreements in favour of Aviat pursuant to which, among other things, they have agreed to vote their Redline Shares in favour of the Transaction.
