Goodman Networks Inc., a privately held leader in the design, engineering, deployment, integration and maintenance of wireless telecommunication networks, and Multiband Corp. (MBND) announced that they have signed a definitive merger agreement, buy which Goodman Networks will acquire Multiband.
As per the terms of the agreement, Goodman Networks will pay $3.25 per Multiband common share, redeem all of Multiband's outstanding preferred stock and repay Multiband's outstanding bank indebtedness in an all cash transaction totaling approximately $116 million. This represents a premium of approximately 26.0% over the closing price of Multiband's common stock on May 21, 2013.
The agreement was approved by the unanimous vote of each of Goodman Networks' and Multiband's directors.
The transaction is subject to the approval of Multiband's shareholders, regulatory approvals and other customary closing conditions. There is no financing condition associated with the proposed acquisition. The transaction is expected to close in the third quarter of 2013.
Upon the close of the acquisition, Multiband will be operated as a wholly-owned subsidiary of Goodman Networks and continue under Jim Mandel's leadership in the role of Chief Executive Officer of Multiband.
As per the terms of the agreement, for a period of 45 calendar days, Multiband may solicit alternative proposals from third parties. If Multiband proceeds with a superior proposal, it would be required to pay Goodman Networks a breakup fee of $5 million to $6 million, depending on timing.
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