Mitel Networks, Aastra Tech. To Merge - Quick Facts

(RTTNews) - Mitel Networks Corp. (MITL, MNW.TO) and Aastra Technologies Ltd. (AAH.TO) have reached a definitive arrangement agreement, pursuant to which Mitel would purchase all outstanding Aastra shares for $6.52 in cash plus 3.6 Mitel shares per each Aastra common share. Using the Mitel closing common share price on November 8, 2013, and a CAD/USD exchange rate of 0.9531, this amounts to C$31.96 per Aastra share, a total value on closing to Aastra shareholders of C$392 million and represents a 20.9% premium to the 30-day volume weighted average price of Aastra common shares as of November 8, 2013.

The combined company, which would be headquartered in Ottawa, Canada, would operate under the name Mitel while continuing to leverage Aastra's strong brand recognition in select European markets. Meanwhile, the executive management team would continue to be headed by current Mitel President and Chief Executive, Richard McBee.

Reporting to McBee would be Chief Financial Officer, Steve Spooner, and Aastra's Co-CEOs, Francis Shen, who would assume the role of Chief Strategy Officer, and Tony Shen, who would assume the post of Chief Operating Officer. Mitel would increase the number of board directors from eight to nine. Two existing members of the Mitel board would resign and Aastra would have the right to name three new board nominees to fill the vacancies.

Nearly doubling the stand-alone revenue of either company, the combination results in combined revenue for the new company of about $1.1 billion for the trailing four quarters. The transaction would happen by way of a court-approved plan of arrangement and would seek the approval of at least 66 2/3% of the votes cast by the shareholders of Aastra at a special meeting expected to take place in January 2014.

The transaction is expected to close in the first quarter of 2014.