UniTek Global Services Confirms June 8, 2011 Bid to Acquire Multiband Corporation
BLUE BELL, Pa., Aug. 8, 2011 (GLOBE NEWSWIRE) -- UniTek Global Services, Inc. ("UniTek" or the "Company") (Nasdaq:UNTK), a premier provider of permanently outsourced infrastructure services to the telecommunications, broadband cable, wireless, two-way radio, transportation, public safety and satellite industries, today acknowledged that, on June 8, 2011 it submitted an unsolicited proposal to the Board of Directors, senior management and top shareholders of Multiband Corporation (Nasdaq:MBND) to acquire the company for $4.50 per share in cash and UniTek common stock (the "June 8 Letter"). On June
9, 2011, UniTek received a response from Donald Miller, Chairman of Multiband, stating "Multiband's board of directors has considered your offer and we do not believe it is in the best interests of our shareholders. We will not have further dialogue about this matter." Copies of the June 8 Letter, as well as the response received from Multiband are included in this press release.
The June 8 Letter followed prior discussions between Directors of UniTek and Multiband, which began earlier in 2011. It was UniTek management's belief that the proposed business combination would create value for shareholders of both companies.
Subsequently, on August 4, 2011, Austin W. Marxe and David M. Greenhouse, Controlling Principals of AWM Investment Company, Inc. ("AWM"), filed a Schedule 13D (the "13D") with the U.S. Securities and Exchange Commission, disclosing ownership of 1,674,029 shares of Multiband common stock, or approximately 7.7% of the total shares outstanding. In the 13D, AWM acknowledged receipt of an unsolicited copy of the June 8 Letter, and included a letter dated August 3, 2011 sent by Messrs. Marxe and Greenhouse to Mr. Miller and James L. Mandel, CEO, expressing their support of the proposed transaction and encouraging management of Multiband to immediately
begin discussions with UniTek regarding a potential business combination, using the proposed terms in the June 8 Letter as the basis for such negotiation.
Peter Giacalone, UniTek Chairman stated, "We are continuing to execute on our growth strategy, focusing on a combination of strategic acquisitions and organic growth, and constantly seeking ways in which to increase shareholder value. We were disappointed by the Multiband Board's quick dismissal of our proposed offer and the inability to further explore this opportunity. We are not currently in discussions with Multiband's management or Board related to a potential business combination. Consistent with our overall strategy, we will continue to focus on our existing businesses and other strategic opportunities available to UniTek."
About UniTek Global Services
UniTek Global Services is a provider of engineering, construction management and installation fulfillment services to companies specializing in the telecommunications, broadband cable, wireless, two-way radio, transportation, public safety and satellite industries. UniTek has created a scalable operating platform, enabling each UniTek subsidiary to deliver quality services to its Fortune 200 customers. UniTek, based in Blue Bell, PA, utilizes a diverse workforce of over 5,400 deployed in over 106 locations in the United States and Canada. www.unitekgs.com
The statements in this press release that are not historical fact are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, operating performance, general financial, economic, and political conditions affecting the Company's business and its target industries, the ability of the Company to perform its obligations under its contracts and agreements with customers and other risks contained in reports filed by the Company with the Securities and Exchange
Commission, including in our Form 10-K for the year ended December 31, 2010. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Letter from UniTek Global Services, Inc. to Multiband Corporation:
June 8, 2011
Chairman of the Board of Directors
James L. Mandel
Chief Executive Officer
9449 Science Center Drive
New Hope, MN 55428
Dear Don and Jim:
Thank you for making the time in April to discuss with me and our management team ways in which Multiband and UniTek might work together to create value for our respective shareholders. As you know from our discussions, we at UniTek believe the combination of our two companies would create an industry leader and deliver substantial shareholder value through enterprise value multiple expansion resulting from customer diversity, best practice sharing and operating synergies.
Since our meeting, we have continued to review Multiband internally and with our advisors. We remain enthusiastic about the potential for a combination between our companies and as a result are pleased to submit this non-binding proposal to acquire 100% of the outstanding shares of preferred and common stock of Multiband Corporation ("Multiband").
Based on our current knowledge of your operations, management and customer base, we believe that our businesses have complementary strengths, and that, among other things, a combination could yield significant synergies through the implementation of best practices, broader customer diversification and the reduction of operating expenses. In short, we believe that a combination of our two companies presents a mutually attractive opportunity that will substantially benefit our respective stockholders.
To that end, I am pleased to advise you that UniTek is interested in pursuing a merger transaction with Multiband that would value Multiband at a price of approximately $4.50 for each share of outstanding Multiband common stock, with shares of Multiband's outstanding preferred stock included on an as-converted basis. The price would be payable in the form of cash and stock, with between $1.25 and $1.85 per share in cash and the remainder in UniTek common stock.
Our offer represents a 40% premium over your closing share price on June 7, 2011. We believe that your shareholders would find this price range compelling, and to that end, we are prepared to negotiate and enter into a mutually acceptable merger agreement with you.
While we have expended substantial effort in developing this value range on the basis of publicly-available information, we anticipate working diligently to complete confirmatory due diligence prior to signing a definitive merger agreement. We believe our additional confirmatory due diligence requirements could be completed quickly, likely in less than a month, and are prepared to negotiate the merger agreement, and other agreements customary for a transaction of this size, on the same time frame. We would expect the merger agreement to contain customary provisions for a transaction of this nature.
We are also willing to afford representatives of your company the opportunity to review non-public information about UniTek. To that end we would be prepared to enter into an appropriate confidentiality agreement.
This offer is dependent on exclusive discussions between our two companies. In consideration of the significant time, resources and expenses that would be committed by UniTek during the process, we would require that Multiband grant UniTek an exclusivity period as we work together to finalize a transaction.
The definitive merger agreement would not be subject to a financing contingency. We have worked closely with our financial advisors and are confident in our ability to fully finance the transaction by accessing the debt markets. We do not anticipate any regulatory issues in closing this merger, and are confident of the obtaining the support of our Board of Directors and the requisite approval of our shareholders.
We stand ready to meet with you and your Board of Directors and management at any time to discuss any aspect of our proposed combination so that you will share our confidence and enthusiasm for this transaction — a transaction that serves the best interests of both of our companies and our shareholders, employees, suppliers, customers, communities and other stakeholders and constituents. To that end, we would like to host you, your management team and Board of Directors at our corporate offices in Blue Bell, Pennsylvania next week.
In closing, I would like to reiterate how much I personally hope that we can complete a transaction on a mutually acceptable basis that would result in joining our companies for the future. Please feel free to contact me directly at (267) 464-1760. Thank you for your time and consideration.
Chairman of the Board
Response from Multiband Corporation to UniTek Global Services, Inc.:
June 9, 2011
Mr. Peter Giacalone
Chairman Via Overnight Mail
Unitek Global Services
1777 Sentry Parkway West
Blue Bell, PA 19422
Dear Mr. Giacalone,
Multiband's board of directors has considered your offer and we do not believe it is in the best interests of our shareholders. We will not have further dialogue about this matter.
CONTACT: The Piacente Group, Inc. / Investor Relations
Brandi Piacente / Lee Roth
Source: UniTek Global Services
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