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The Tender Offer Will Be Subject To Customary Conditions, Including That There Be Validly Tendered In The Tender Offer And Not Withdrawn A Number Of Shares Which Represents At Least A Large Percentage Of The Stock Of Common Stock Then Issued And Exceptional, Excluding From Such Calculation Shares Held By Global's Executive Officials.
NEW YORK, August 03, 2011 -- World Traffic Network, Incorporated. GNET +19.71%, a big supplier of custom traffic and news reports to radio and TV stations outside the United States, confirmed today that it has entered into a conclusive amalgamation agreement to be acquired by an associate of GTCR, LLC ("GTCR"), a leading personal equity firm.
Under the terms and conditions of the agreement, Worldwide stockholders will receive $14.00 in notes for each share of Global's common stock, which represents approximately a 20.0% premium over the closing price on Tuesday, Aug 2, 2011 and a 22.7% premium based on the 60-day volume weighted typical price of $11.41.
The acquisition of Worldwide will be finished thru a money tender offer for all exceptional shares of Global's common stock that's expected to commence shortly. The tender offer will be subjected to normal conditions, including that there be validly tendered in the tender offer and not withdrawn several shares which represents at least a majority of the stock of common stock then issued and notable, excluding from such calculation shares held by Global's executive officials. The transaction isn't subject to any financing condition.
The tender offer will be followed by a merger in which each share of common stock not bought in the tender offer will be converted into the right to receive $14.00 per share in cash, without interest. Upon completion of the transaction, Worldwide will turn into a private company, controlled by an affiliate of GTCR. The transaction is anticipated to be finished by quarter four of 2011.
World has got the right under the merger agreement to solicit competing bids in a period expiring on September 13, 2011. Subject to certain necessities of the alliance agreement, World may barter with parties that submit qualifying competing suggestions in the first solicitation period for a period expiring on Oct 1st, 2011.
The tender offer is required to remain until the completion of the solicitation period, and if pertinent the subsequent negotiation period. Global's Board has, based totally on the unanimous advice of a Special Council made up only of independent directors, approved the merger agreement and the transactions contemplated so.
Mr. Yde claimed : "We believe the sale price of $14.00 per share represents pressing value for our stockholders. This price is both a major premium over the prevailing trading price and represents a record high for the stock. The purchase price also represents a virtually 200% increase from our initial public offering of $5.00 in March 2006."
Moelis & Company and Milbank, Tweed, Hadley & McCloy LLP are serving as financial and legal consultant to the Special Committee of the Board of the Company [**]. Latham & Watkins LLP is serving as legal adviser to GTCR.
Teleconference
Worldwide Traffic Network, Incorporated. Will host a conference call at 10:30 a.m. EST on Wed., Aug three, 2011, to talk about this transaction and other relevant matters. To hear the call, dial (877) 303-9131 (domestic), or (408) 337-0141 (global), and enter the pass code 89193915.
Global is a premium supplier of custom traffic and news stories to radio and TV stations outside of the U.S. The Company operates the biggest traffic and reports network in Australia, operates traffic networks in eight Canadian markets and the biggest national radio traffic network across Britain.
In return for providing custom traffic and news stories, TV and radio stations provide Global Traffic Network with commercial airtime inventory that the Company sells to advertisers. As a result, radio and TV stations incur no out-of-pocket costs when contracting to use Worldwide Traffic Network's services. For more info, visit the Company's website at www.globaltrafficnetwork.com., writes tagza.com.
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