May 22, 2013
/PRNewswire/ -- Goodman Networks Incorporated, a privately held leader in the design, engineering, deployment, integration and maintenance of wireless telecommunication networks, and Multiband Corporation, (NASDAQ:MBND), a leading Home Service Provider (HSP) for DIRECTV and the nation's largest DIRECTV Master System Operator (MSO) for Multiple Dwelling Units (MDUs), today jointly announced that they have signed a definitive merger agreement, pursuant to which Goodman Networks will acquire Multiband.
Under the terms of the agreement, Goodman Networks will pay
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
. This represents a premium of approximately 26.0% over the closing price of Multiband's common stock on
May 21, 2013
and a premium of approximately 47.6% over Multiband's average closing price during the 90 days ended on
, 2013. The agreement was approved by the unanimous vote of each of Goodman Networks' and Multiband's directors.
Multiband said that its Board of Directors has evaluated a number of alternatives for the company and believes that Multiband's acquisition by Goodman Networks is in the best interest of Multiband's shareholders. Goodman Networks believes that the addition of Multiband is complementary to Goodman Networks and will provide significant value to customers, investors and employees of both companies.
The transaction, which is expected to close in the third quarter of 2013, 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. Upon the close of the acquisition, Multiband will be operated as a wholly-owned subsidiary of Goodman Networks and continue under
's leadership in the role of Chief Executive Officer of Multiband.
Under the terms of the agreement, for a period of 45 calendar days, Multiband may solicit alternative proposals from third parties. Multiband does not anticipate that it will disclose any developments with regard to this process unless and until the Multiband Board of Directors makes a decision with respect to any potential superior proposal. There are no guarantees that this process will result in a superior proposal. 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.
Multiband Corporation's shareholders will be given information about the transaction in a proxy statement that Multiband will file with the Securities and Exchange Commission and send to its shareholders.