All stock transaction creates significant shareholder value through powerful combination
Generates an anticipated $15 million in annual cost synergies with greater than $12 million expected to be realized in the ﬁrst full quarter of combined operations
Pareteum Corporation (Nasdaq: TEUM), a cloud software platform company, and iPass, Inc. (Nasdaq: IPAS), a provider of global mobile connectivity, and location and performance data, today announced that they have entered into a deﬁnitive agreement under which Pareteum will acquire iPass in an all-stock transaction whereby iPass shareholders will receive 1.17 shares of Pareteum common stock in an exchange offer.
With this accretive acquisition, Pareteum expects to gain a strategic position with new marquee brands and new markets including the enterprise, airline, hospitality, retail and internet of things (IoT) sectors. Pareteum expects to strengthen its established intellectual property portfolio with the addition of over 40 U.S. and international patents. With more than 500 expected new customers and a global network of over 68 million Wi-Fi hot spots, coupled with proven connection management technology, location services and Wi-Fi performance data, Pareteum is now poised to take its global communications software solutions to every market vertical.
Founder, Executive Chairman and Principal Executive Officer of Pareteum Hal Turner said, “iPass and Pareteum will now accelerate as one company with combined products and services, the expansion of addressable markets and the resulting executive and operating talent. It has been a pleasure to work with iPass President and CEO Gary Griffiths to combine our companies and execute on a shared vision for growth.”
“Pareteum has enjoyed a solid partnership with iPass over the past year and our mutual view on connectivity and mobile enablement made it easy to see that we could grow our business and accelerate our mission together,” said Pareteum President Denis McCarthy, who is leading the acquisition. “Our integration with iPass extends not only Pareteum’s customer base, but also our portfolio of services. Customers will now be able to use the Pareteum Global Software Defined Cloud to access premium wireless and Wi-Fi services, and experience location data analytics for a truly immersive experience.”
Gary Griffiths added, “By joining with Pareteum, our vision for iPass SmartConnect is amplified and expanded. Pareteum is one of the fastest growing companies in this industry, and we believe that the combination of our teams, technologies and products will materially accelerate revenue growth and earnings. Being part of Pareteum’s constellation is exciting, and clearly in the best interest of iPass shareholders, customers, business partners and employees.”
The transaction is expected to be immediately accretive to Pareteum’s non-GAAP EPS and free cash ﬂow after anticipated synergies. Pareteum anticipates achieving more than $15 million in annual cost synergies with greater than $12 million of those expected to be realized in the ﬁrst full quarter of combined operations. Pareteum currently estimates approximately $2.0 million of GAAP earnings accretion and $5.5 million of non-GAAP earnings accretion in the ﬁrst full year after closing the transaction. In addition, the acquisition will add new offices and talent in Silicon Valley, California and Bangalore, India, expanding Pareteum’s presence globally.
Under the terms of the deﬁnitive acquisition agreement, a wholly-owned subsidiary of Pareteum will commence an exchange offer to acquire all of the outstanding shares of iPass common stock, offering 1.17 shares of Pareteum common stock in exchange for each share of iPass common stock tendered. Upon satisfaction of the conditions to the exchange offer, and after the shares tendered in the exchange oﬀer are accepted for payment, the agreement provides for the parties to effect, as promptly as practicable, a merger, which would not require a vote by iPass stockholders, and which would result in each share of iPass common stock not tendered in the exchange offer being converted into the right to receive 1.17 shares of Pareteum common stock. The exchange offer is subject to customary conditions, including the tender of at least a majority of the outstanding shares of iPass common stock and certain regulatory approvals, and is expected to close in the ﬁrst quarter of calendar year 2019. No approval of the stockholders of Pareteum is required in connection with the proposed transaction. Terms of the agreement were approved by the board of directors for both Pareteum and iPass.
Jefferies LLC is acting as exclusive ﬁnancial advisor to Pareteum, along with Sichenzia Ross Ference LLP, which is serving as its legal counsel.
Raymond James & Associates, Inc. is acting as ﬁnancial advisor to iPass and Cooley LLP is acting as its legal counsel.
Shareholder and Analyst Conference Call Describing the Acquisition by Pareteum of iPass:
Tuesday, Nov. 13, 2018 at 9 a.m. EST
Access information includes the following numbers and ID codes:
NETHERLANDS TOLL FREE
0800 023 1436
U.K. TOLL FREE
0800 358 6377
Participant link: http://public.viavid.com/player/index.php?id=132310
Pareteum Corporation (Nasdaq: TEUM) is a rapidly growing Global Software Defined Cloud company with a mission to connect “every person and everything.” Organizations use Pareteum to energize their growth and profitability through our Global Software Defined Cloud and complete turnkey solutions featuring relevant content, applications, and connectivity worldwide. Our cloud platform services partners (technologies integrated into our cloud) include: HPE, IBM, Ribbon Communications (Sonus+GenBand), NetNumber, Oracle, Microsoft, and other world class technology providers. All of the relevant customer-acquired value is derived from Pareteum’s leading Global Software Defined Cloud, delivering award-winning mobile enablement, regardless of the user’s location or network. By harnessing the value of communications, Pareteum serves retail, enterprise and IoT customers. Pareteum currently has offices in New York, São Paulo, Madrid, Barcelona, Bahrain, Singapore, Indonesia, Germany, Belgium, United Kingdom and the Netherlands. For more information please visit: www.pareteum.com.
iPass (Nasdaq: IPAS) has been a pioneer in connectivity technology for 20 years. The company’s SmartConnect technology enables wireless users to automatically transition between Wi-Fi and cellular so they can stay connected to work – and life – on the go. This technology also lets businesses gather rich insights based on customer location. By incorporating both Wi-Fi and GPS signals, iPass delivers the industry’s most accurate location data, so that businesses can better understand their customers and create more value.
SOURCE Pareteum Corporation; iPass, Inc.