Craig-Hallum Capital Group, LLC is acting as exclusive financial advisor to Multiband and provided a fairness opinion to the Multiband Board of Directors and a special committee of the board. Winthrop & Weinstine, P.A. is acting as legal advisor to Multiband and its Board of Directors.
Jefferies LLC and Credit Suisse served as Goodman Networks' financial advisors and Haynes and Boone, LLP served as Goodman Networks' legal counsel on the transaction.
About Multiband Corporation
Multiband Corporation (Nasdaq: MBND) engages with a vast and growing array of technologies including renewable energy, wireless infrastructure, electrical power systems, digital signage, commercial audio/video solutions, hospitality IPTV and VOD systems. Multiband completes nearly 20% of all DIRECTV's installations, maintenance and upgrades for residents of single-family homes. Multiband also supplies broadband cable and satellite internet solutions for homes and businesses across the nation. As the largest nationwide DIRECTV master system operator in the Multiple Dwelling Unit (MDU) market and one of the largest full-service home service providers (HSPs), Multiband is a driven leader in a competitive industry. Additionally, Multiband is a leading provider of software and integrated billing services to MDUs on a single bill, including video, voice, data and other value-added local services, both directly and through strategic partnerships. Multiband focuses on providing world-class customer service and the highest level of performance for all partners and customers, from multinational corporations to individual families. Multiband is headquartered in Minneapolis, Minn., and has offices strategically placed around the continental United States.
About Goodman Networks:
Goodman Networks, a TL9000-V (R5.0) registered telecommunications Services Company, helps its customers engineer, deploy, integrate and maintain complex and converging networks. Since its founding in 2000, Goodman Networks has grown to become one of the largest end-to-end communications solutions providers in the United States. The growth of Goodman Networks is a reflection of its reputation for completing communication projects with industry-leading quality and on-time performance metrics at competitive prices. As a leader in telecom services innovation and integration, Goodman Networks is committed to continual investment in its people, processes and systems. Additional information can be found at www.goodmannetworks.com.
Safe Harbor Statement
Cautionary Notice: In addition to statements of historical fact, this news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the companies' expectations or beliefs concerning future events and are subject to uncertainties and risks that could cause actual results to differ materially from those set forth in the forward-looking statements including, but not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the possibility that the proposed acquisition does not close when expected, at all or on the terms described above because of a number of factors, including that required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (iii) the risk that a closing condition to the merger agreement may not be satisfied, (iv) the risk that the benefits from the proposed transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, and the degree of competition in the geographic and business areas in which we operate; (v) the ability to promptly and effectively integrate the business of Multiband into Goodman Networks; (vi) the reaction of the companies' customers, suppliers, employees, potential hires and counterparties to the transaction; (vii) diversion of management time on merger-related issues; (viii) changes in credit ratings, interest rates, leverage, and economic conditions and the impact of these factors on our cost of borrowing and access to capital markets; and (ix) other risks described in Goodman Networks' registration statement on Form S-4 on file with the Securities and Exchange Commission (the "SEC") and in Multiband Corporation's filings with the SEC, including its Annual Report on Form 10-K for its 2012 fiscal year filed with the SEC on
April 1, 2013
. Forward-looking statements speak only as of the date they were made, and the companies disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Additional Information About the Transaction and Where to Find It
This document may be deemed to be solicitation material in respect of the proposed merger between Multiband and a subsidiary of Goodman Networks. In connection with the proposed transaction, Multiband will file with the SEC and furnish to its shareholders a proxy statement and related materials. BEFORE MAKING ANY VOTING DECISION, MULTIBAND CORPORATION'S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of documents filed by Multiband Corporation with the SEC at the SEC's website at
. In addition, investors and security holders may obtain a free copy of Multiband Corporation's filings with the SEC from Multiband Corporation's website at
or by directing a request to Multiband by telephone at (763) 504-3000, via electronic mail to
or by mail at Multiband Corporation, 5605 Green Circle Drive,
Multiband Corporation and certain of its directors, executive officers, and certain other members of management and employees of Multiband may be deemed to be participants in the solicitation of proxies from Multiband's shareholders in favor of the proposed merger. Information about Multiband's directors and executive officers is set forth in Multiband's Annual Report on Form 10-K filed with the SEC on
April 1, 2013
. Additional information regarding the interests of these individuals and other persons who may be deemed to be participants in the solicitation will be included in the proxy statement for the transaction that Multiband will file with the SEC.
Contact at Multiband Corporation
, CEO for Multiband Corporation at (763) 504-3000.
Contacts at Goodman Networks Incorporated
, Vice President, Communications,
, Chief Financial Officer,