Attached files
file | filename |
---|---|
EX-99.3 - EX-99.3 - NAVISITE INC | b84687exv99w3.htm |
EX-2.1 - EX-2.1 - NAVISITE INC | b84687exv2w1.htm |
EX-99.2 - EX-99.2 - NAVISITE INC | b84687exv99w2.htm |
8-K - FORM 8-K - NAVISITE INC | b84687e8vk.htm |
Exhibit 99.1

TIME WARNER CABLE TO ACQUIRE NAVISITE, INC.
Strategically Grows Its Commercial Services Customer Base and Product Portfolio with Addition of
Enterprise-Class Managed Services and Cloud Computing Solutions
NEW YORK, NY and ANDOVER, MA, February 1, 2011 Time Warner Cable Inc. (NYSE: TWC) and NaviSite,
Inc. (NASDAQ: NAVI) today announced that they have entered into an agreement under which Time
Warner Cable will acquire NaviSite, a premier provider of enterprise-class hosting, managed
application, messaging and cloud services, for $5.50 per share in cash, or a total equity value of
approximately $230 million.
Our commercial services business is a key growth driver for the company and one in which we
continue to see great opportunity, said Glenn Britt, Chairman and CEO of Time Warner Cable.
NaviSite provides us with a successful managed services business and a new, innovative managed
cloud platform representing significant new growth opportunities. We expect to build upon
NaviSites successful enterprise-class offerings, and their operational capabilities,
infrastructure and expertise to more rapidly create a robust managed services offering for small
and medium sized businesses. This transaction is consistent with our capital allocation strategy
selectively investing in our business to accelerate growth while continuing to return capital to
shareholders.
The acquisition provides Time Warner Cable Business Class, Time Warner Cables commercial services
business, an immediate presence in the managed services market with NaviSites more than 1,200
customers. Following the completion of the acquisition, Time Warner Cable plans to continue the
exceptional service of NaviSites Enterprise customers and to use NaviSites operational expertise
and enterprise-class infrastructure to meet the rapidly growing demand for managed services
offerings from Time Warner Cables existing and future small and medium-sized business customers.
On behalf of all the employees of NaviSite, we are delighted to join the Time Warner Cable
family, said R. Brooks Borcherding, President and CEO of NaviSite. Our valued customers can rest
assured knowing that NaviSite and Time Warner Cable are committed to helping them grow their
businesses and to delivering the reliability, innovation, and customer service they have come to
expect. We also look forward to powering Time Warner Cables development of innovative managed and
cloud services for its commercial customers.
The
transaction represents a 33% premium to NaviSites Tuesdays closing price. The transaction
also represents an attractive value to Time Warner Cable. The acquisition is expected to be
accretive to Time
Warner Cables EPS and Free Cash Flow and will not have a material impact on leverage ratios. Time
Warner Cable expects to utilize NaviSites net operating losses, which Time Warner Cable believes
will yield a net present value of approximately $40 million in tax savings after closing. The
transaction is expected to close in the second calendar quarter of 2011 and is subject to NaviSite
stockholder approval, expiration or early termination of the Hart-Scott-Rodino antitrust waiting
period and other customary closing conditions.
NaviSite employs approximately 570 people worldwide. It operates ten data centers in the United
States and the United Kingdom, including two SAS 70 Type II certified data centers, and network
operations centers in Gurgaon, India and Andover, Massachusetts.
Deutsche Bank Securities Inc. and Paul, Weiss, Rifkind, Wharton & Garrison, LLP acted as advisors
for Time Warner Cable. BRL Law Group LLC acted as advisor for NaviSite, and Raymond James and
Richards, Layton & Finger, P.A. acted as advisors for NaviSites Special Committee of its Board of
Directors.
About Time Warner Cable
Time Warner Cable is the second-largest cable operator in the U.S., with technologically advanced,
well-clustered systems located mainly in five geographic areas New York State (including New
York City), the Carolinas, Ohio, southern California (including Los Angeles) and Texas. Time
Warner Cable serves more than 14 million customers who subscribe to one or more of its video,
high-speed data and voice services. Time Warner Cable Business Class offers a suite of phone,
Internet, Ethernet and cable television services to businesses of all sizes. Time Warner Cable
Media, the advertising arm of Time Warner Cable, offers national, regional and local companies
innovative advertising solutions that are targeted and affordable. More information about the
services of Time Warner Cable is available at www.timewarnercable.com,
www.twcbc.com and www.twcmedia.com.
About NaviSite
NaviSite, Inc. (NASDAQ: NAVI) is a leading worldwide provider of enterprise-class, cloud-enabled
hosting, managed applications and services. NaviSite provides a full suite of reliable and scalable
managed services, including Application Services, industry-leading Enterprise Hosting, and Managed
Cloud Services for enterprises looking to outsource IT infrastructure and lower their capital and
operational costs. Enterprise customers depend on NaviSite for customized solutions, delivered
through a global footprint of state-of-the-art data centers. For more information about NaviSites
services, please visit www.navisite.com.
Contacts: |
||
Time Warner Cable |
||
Corporate Communications
|
Investor Relations | |
Alex Dudley(212) 364-8229
|
Tom Robey (212) 364-8218 | |
Justin Venech (212) 364-8242
|
Laraine Mancini (212) 364-8202 | |
NaviSite |
||
Corporate Communications
|
Investor Relations | |
Claudine Bianchi (978) 946-7726
|
Jim Pluntze (978) 946-8611 |
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This document contains certain forward-looking information about Time Warner Cable and
NaviSite that are intended to be covered by the safe harbor for forward-looking statements
provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are
statements that are not historical facts. Words such as expect(s), feel(s), believe(s),
will, may, anticipate(s) and similar expressions are intended to identify forward-looking
statements. These statements include, but are not limited to, financial projections and estimates
and their underlying assumptions; statements regarding plans, objectives and expectations with
respect to future operations, products and services; and statements regarding future performance.
Such statements are subject to certain risks and uncertainties, many of which are difficult to
predict and generally beyond the control of Time Warner Cable and NaviSite, that could cause actual
results to differ materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and uncertainties include: those discussed
and identified in public filings with the U.S. Securities and Exchange Commission (SEC) made by
Time Warner Cable and NaviSite; a downgrade in financial strength ratings; the ability to
consummate Time Warner Cables acquisition of NaviSite; revenues following the transaction may be
lower than expected; operating costs, customer loss and business disruption, including, without
limitation, difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; the regulatory and other
approvals required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; the ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the transaction and the value of the transaction consideration;
and general economic downturns. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. Time Warner Cable and NaviSite do
not undertake any obligation to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers
are also urged to carefully review and consider the various disclosures in Time Warner Cables and
NaviSites respective SEC reports, including but not limited to Time Warner Cables Annual Report
on Form 10-K for the year ended December 31, 2009 and Time Warner Cables Quarterly Reports on Form
10-Q for the reporting periods of 2010 and NaviSites Annual Report on Form 10-K for the year ended
July 31, 2010 and NaviSites Quarterly Report on Form 10-Q for the quarterly period ended October
31, 2010.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, NaviSite intends to file relevant materials with
the SEC, including a proxy statement. Investors and security holders of NaviSite are urged to read
these documents (if and when they become available) and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents, because they will contain
important information about NaviSite, the proposed transaction and the other parties to the
proposed transaction. Investors and security holders may obtain these documents (and any other
documents filed by NaviSite and Time Warner Cable with the SEC) free of charge at the SECs website
at http://www.sec.gov. In addition, the documents filed with the SEC by NaviSite may be obtained
free of charge by directing such request to: NaviSite Investor Relations at 1-978-946-8615 or from
the investor relations portion of NaviSites website at http://investors.navisite.com. Investors
and security holders are urged to read the proxy statement and the other relevant materials when
they become available before making any voting or investment decision with respect to the proposed
merger.
PARTICIPANTS IN SOLICITATION
NaviSite and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from NaviSites stockholders in respect of the proposed transaction.
Information regarding NaviSites directors and executive officers is contained in NaviSites Annual
Report on Form 10-K for the fiscal year ended July 31, 2010, its proxy statement for its 2010
Annual Meeting of Stockholders, dated November 1, 2010, and subsequent filings which NaviSite has
made with the SEC. Stockholders may obtain additional information about the directors and executive
officers of NaviSite and their respective interests with respect to the proposed transaction by
security holdings or otherwise, which may be different than those of NaviSites stockholders
generally, by reading the definitive proxy statement and other relevant documents regarding the
proposed merger, when filed with the SEC. Each of these documents is, or will be, available as
described above.