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8-K - FORM 8-K - GLOBECOMM SYSTEMS INC | y03169e8vk.htm |
EX-2.2 - EX-2.2 - GLOBECOMM SYSTEMS INC | y03169exv2w2.htm |
EX-2.1 - EX-2.1 - GLOBECOMM SYSTEMS INC | y03169exv2w1.htm |
Exhibit 99.1
For Immediate Release
Globecomm Acquires Carrier to Carrier Telecom BV and Assets of
Evolution Communication Ltd.
Evolution Communication Ltd.
HAUPPAUGE, N.Y., March 8, 2010 /BusinessWire/ Globecomm Systems Inc. (NASDAQ: GCOM), a
leading global provider of satellite-based communications infrastructure solutions and services,
announced today that the Company has acquired Carrier to Carrier Telecom BV (C2C) and the assets of
Evolution Communication Ltd. (Evocomm) from Carrier to Carrier Telecomm Holdings Ltd (C2C
Holdings).
The initial purchase price is approximately $15 million in cash, funded through $2.5 million of
Globecomms current cash position and approximately $12.5 million through the Companys existing
credit facility with Citibank. C2C Holdings may also receive up to $10.9 million of additional
cash consideration, through a two-year earn-out, based on reaching certain earnings milestones.
Arcadia Securities, LLC acted as financial advisor to Globecomm on this transaction and Kramer
Levin Naftalis & Frankel provided legal advice.
C2C, based in the Netherlands, provides satellite services across Africa, the Middle East, Europe
and Asia, and maritime services in the Atlantic, Mediterranean, Gulf of Mexico and the Indian Ocean
regions through its robust teleport facility located in Biddinghuizen, Netherlands. Evocomms
wholly owned subsidiary, Evosat SA Pty Ltd, is headquartered in Cape Town, South Africa and
maintains an office in Johannesburg. Evosat and Evocomm primarily provide Inmarsat land-based BGAN
and maritime-based Fleet Broadband services, along with mobile communications through C2C.
The combined companies had audited revenues of approximately $19.5 million for the year ended
December 31, 2009. The companies have a high concentration of recurring managed service revenues
across multiple vertical markets in which Globecomm operates, including Maritime, Enterprise and
Government. The transaction is anticipated to be accretive to Globecomms fully diluted earnings
for its fiscal year ending June 30, 2010, including the impact of amortization of intangibles
relating to the transaction, and excluding the non-recurring charge for acquisition costs.
Pursuant to a change in accounting principles relating to purchase accounting for acquisitions,
which was effective with respect to Globecomm on July 1, 2009, Globecomm anticipates a
non-recurring charge to earnings of approximately $0.03-$0.04 per share in the Companys third
quarter earnings ending March 31, 2010 relating to acquisition costs.
David Hershberg, Chairman and CEO of Globecomm, said, With this acquisition, Globecomm continues
to execute on its long term plan of building the industrys finest end-to-end managed services
company. The natural cultural fit of the engineering talent of C2C, Evocomm and Evosat, coupled
with a robust teleport in Biddinghuizen, Netherlands were the primary factors in our decision to
move forward with this transaction. Pier du Plessis, CEO of C2C, and Harry Tayler, Managing
Director of Evosat, both share very similar philosophies to Globecomm as it relates to the high
value added experience we deliver to our customers. Globecomm believes that both of them will be a
natural fit in working with the executive management team of the Company as we execute on our
combined vision. Furthermore, this transaction broadens the Companys continued growth of higher
margin recurring service revenues, which have been critical in providing greater financial
stability, predictability and visibility as the organization navigates the current economic
downturn. I would like to welcome Pier, Harry and the entire staffs of C2C, Evocom and Evosat to
the Globecomm family.
Pier du Plessis, CEO of C2C, said, This partnership takes C2C to the next level as it becomes a
major player in the provisioning of fixed and mobile satellite networks as well as terrestrial
networks. The combined group network infrastructure and unsurpassable technical expertise will
prove to be the competitive edge in going forward. Harry Tayler, Managing Director of Evosat,
continued, Joining forces with Globecomm creates excellent opportunities for Evosat and provides
the platform needed to take the business to the next level of global mobile Internet Protocol (IP)
offerings. Globecomms market-leading IP infrastructure will facilitate Evosats entry into several
new market sectors and we look forward to expediting the anticipated revenue and earnings growth
that this will bring.
Keith Hall, President and COO added, The acquisition of C2C will vastly expand the Globecomm
footprint on both sides of the Atlantic and beyond. C2C will provide Globecomm with a permanent
foothold in Europe to service customers in its traditional as well as new markets in North America,
Europe, the Middle East, Africa and South East Asia. I look forward to working closely with Pier
and Harry as we continue to execute on our Global Managed Services vision.
About Globecomm Systems
Globecomm Systems Inc. provides end-to-end value-added satellite-based communication products,
services and solutions by leveraging its core satellite ground segment systems and network
capabilities, with its satellite communication services capabilities. The products and services
Globecomm offers include pre-engineered systems, systems design and integration services, managed
network services and life cycle support services. Globecomms customers include communications
service providers, commercial enterprises, broadcast and other media and content providers and
government and government-related entities.
Based in Hauppauge, New York, Globecomm Systems also maintains offices in Washington, DC, Maryland,
New Jersey, the Netherlands, Hong Kong, Germany, Singapore, the United Arab Emirates and
Afghanistan.
This press release contains forward-looking statements made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based
on managements current expectations and observations. You should not place undue reliance on our
forward-looking statements because the matters they describe are subject to certain risks,
uncertainties and assumptions that are difficult to predict. Our forward-looking statements are
based on the information currently available to us and speak only as of the date of this press
release. Over time, our actual results, performance or achievements may differ from those expressed
or implied by our forward-looking statements, and such differences might be significant and
materially adverse to our security holders. In particular, there are numerous risks associated with
acquisitions, including integration risks, management turnover, the acquired companies being unable
to achieve their anticipated results of operations, distraction of senior Company management and
risks of significant international operations.
We have identified some of the important factors that could cause future events to differ from our
current expectations and they are described in our most recent Annual Report on Form 10-K and most
recent Quarterly Report of Form 10-Q, including without limitation under the captions ''Risk
Factors and ''Managements Discussion and Analysis of Financial Condition and Results of
Operations, and in other documents that we may file with the SEC, all of which you should review
carefully. Please consider our forward-looking statements in light of those risks as you read this
press release.
Company
Information:
Globecomm Systems Inc.
45 Oser Avenue
Hauppauge, NY 11788
Phone: 631-231-9800; Fax: 631-231-1557
Web: http://www.globecommsystems.com
Email: ir@globecommsystems.com
Globecomm Systems Inc.
45 Oser Avenue
Hauppauge, NY 11788
Phone: 631-231-9800; Fax: 631-231-1557
Web: http://www.globecommsystems.com
Email: ir@globecommsystems.com
Company
Contacts:
David Hershberg
Chairman and Chief Executive Officer
Phone: 631-231-9800
or
Matthew Byron
Vice President, Corporate Office
Phone: 631-457-1301
David Hershberg
Chairman and Chief Executive Officer
Phone: 631-231-9800
or
Matthew Byron
Vice President, Corporate Office
Phone: 631-457-1301