Straight Path Gets $3.1B Bid

May 08, 2017

Straight Path has determined that a revised offer from a multi-national telecommunications company to acquire 100% of the issued and outstanding shares of Straight Path for $184.00 per share (reflecting an enterprise value of approximately $3.1 billion), which will be paid in Bidder stock in an all-stock transaction constitutes a "Superior Proposal" as defined in Straight Path's previously announced definitive agreement and plan of merger with AT&T and Switchback Merger Sub Inc., dated as of April 9, 2017. The Bidder previously submitted an unsolicited offer on May 1, 2017 to acquire 100% of the issued and outstanding shares of Straight Path for $135.96 per share (reflecting an enterprise value of $2.3 billion), which has been superseded by the revised offer announced today.

Under the terms of the AT&T Merger Agreement, AT&T agreed to acquire Straight Path in an all-stock transaction in which Straight Path stockholders would receive $95.63 per share (reflecting an enterprise value of $1.6 billion), which would be paid using AT&T stock.

Straight Path has notified AT&T of the Straight Path Board's determination and, pursuant to the AT&T Merger Agreement, AT&T has the option for the next three (3) business days (the "Negotiation Period") to negotiate a possible amendment of that agreement to match or exceed the Bidder's offer. Straight Path is required, and intends to, negotiate in good faith with AT&T during the Negotiation Period. Straight Path is not permitted to enter into the Bidder's merger agreement or to change its recommendation in favor of the AT&T transaction unless, at the end of the Negotiation Period, the Straight Path Board determines that the Bidder's offer continues to constitute a "Superior Proposal" and satisfies certain other requirements under the AT&T Merger Agreement. The Bidder has stated that its offer will remain outstanding until 11:59 p.m. New York City time on May 10, 2017.

Under the AT&T Merger Agreement, Straight Path is required to pay a $38 million termination fee to AT&T if the Straight Path Board terminates the AT&T Merger Agreement in order to enter into an agreement with the Bidder. The Bidder has agreed to pay the termination fee to AT&T on Straight Path's behalf in such event. Straight Path would be required to repay the Bidder for the AT&T termination fee under certain circumstances in connection with a termination of the Bidder's merger agreement.

At this time, Straight Path remains subject to the AT&T Merger Agreement and the Straight Path Board has not changed its recommendation in support of the AT&T transaction, the existing AT&T Merger Agreement, or its recommendation that Straight Path's stockholders adopt the AT&T Merger Agreement. There can be no assurances that a transaction with the Bidder will result from the Bidder's offer, or that any other transaction will be consummated. There can be no assurance that AT&T will seek to negotiate with Straight Path or will make a revised offer.

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