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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Offer Will Be Subject To Customary Conditions, Including That There Be Validly Tendered In The Tender Offer And Not Withdrawn A Considerable Number Of Shares Which Represents At Least A Major Percentage Of The Shares Of Common Stock Then Issued And Major, Excluding From Such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 bulletins to radio and TV stations outside the U. S. , confirmed today that it has entered into a conclusive amalgamation agreement to be acquired by an affiliate of GTCR, LLC ("GTCR"), a leading personal equity firm.
Under the conditions of the agreement, World stockholders will receive $14.00 in cash for each share of Global's common stock, which represents roughly a 20.0% premium over the closing price on Tuesday, August 2, 2011 and a 22.7% premium based primarily on the 60-day volume weighted typical price of $11.41.
The purchase of Global will be completed thru a money tender offer for all exceptional shares of Global's common stock that is expected to commence immediately. The tender offer will be subject to customary conditions, including that there be validly tendered in the tender offer and not withdrawn a considerable number of shares which represents at least an overall majority of the paper of common stock then issued and outstanding, excluding from such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 fusion in which each share of common stock not purchased in the tender offer will be converted into the inherent right to receive $14.00 per share in notes, without interest. On completion of the transaction, Global will become a non-public company, controlled by an affiliate of GTCR. The transaction is expected to be completed by quarter four of 2011.
World has the right under the merger agreement to solicit competing bids in a period expiring on September thirteen, 2011. Subject to certain necessities of the alliance agreement, World may negotiate with parties that submit qualifying competing offers during the 1st solicitation period for a period expiring on October 1, 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 of Directors has, primarily based on the unanimous advice of a Special Board made up only of independent directors, authorised the amalgamation agreement and the transactions considered thus.
Mr. Yde said : "We believe the sale price of $14.00 per share represents motivating value for our backers. This price is both a serious premium over the existing trading price and represents a record high for the stock. The purchase price also represents a virtually 200% increase from our 1st public offering of $5.00 in March 2006."
Moelis & Company and Milbank, Tweed, Hadley & McCloy LLP are serving as monetary and legal adviser to the Special Committee of the Board of Directors of the Company [*COMMA] respectively [*T]. Latham & Watkins LLP is serving as legal advisor to GTCR.
Teleconference
Worldwide Traffic Network, Incorporated. Will host a conference chat at 10:30 a.m. EST on Wednesday, August 3, 2011, to discuss this transaction and other topical matters. To hear the call, dial (877) 303-9131 (domestic), or (408) 337-0141 (world), and enter the pass code 89193915.
Global is a premium supplier of custom traffic and news reports to radio and television stations outside of the U.S. The Company operates the largest traffic and news network in Australia, operates traffic networks in 8 Canadian markets and the largest nationwide radio traffic network across the United Kingdom.
In exchange for providing custom traffic and news stories, TV and radio stations provide Global Traffic Network with commercial airtime inventory the Company sells to advertisers. As a result, radio and television stations attract no out-of-pocket costs when contracting to use Global Traffic Network's services. For full information, visit the Company's site at www.globaltrafficnetwork.com., writes tagza.com.
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