Published: February 01, 2011
Time Warner Cable to Acquire NaviSite, Inc.
NEW YORK & ANDOVER, Me. - (BUSINESS WIRE) - Time Warner Cable Inc. (NYSE: TWC) and NaviSite, Inc. (NASDAQ: NAVI)
today announced that they have entered into an agreement under which
Time Warner Cable will acquire NaviSite, a premier provider of
enterprise-class hosting, managed application, messaging and cloud
services, for $5.50 per share in cash, or a total equity value of
approximately $230 million.
"Our commercial services business is a key growth driver for the company
and one in which we continue to see great opportunity," said Glenn
Britt, Chairman and CEO of Time Warner Cable. "NaviSite provides us with
a successful managed services business and a new, innovative managed
cloud platform representing significant new growth opportunities. We
expect to build upon NaviSite's successful enterprise-class offerings,
and their operational capabilities, infrastructure and expertise to more
rapidly create a robust managed services offering for small and medium
sized businesses. This transaction is consistent with our capital
allocation strategy - selectively investing in our business to
accelerate growth while continuing to return capital to shareholders."
The acquisition provides Time Warner Cable Business Class, Time Warner
Cable's commercial services business, an immediate presence in the
managed services market with NaviSite's more than 1,200 customers.
Following the completion of the acquisition, Time Warner Cable plans to
continue the exceptional service of NaviSite's Enterprise customers and
to use NaviSite's operational expertise and enterprise-class
infrastructure to meet the rapidly growing demand for managed services
offerings from Time Warner Cable's existing and future small and
medium-sized business customers.
"On behalf of all the employees of NaviSite, we are delighted to join
the Time Warner Cable family," said R. Brooks Borcherding, President and
CEO of NaviSite. "Our valued customers can rest assured knowing that
NaviSite and Time Warner Cable are committed to helping them grow their
businesses and to delivering the reliability, innovation, and customer
service they have come to expect. We also look forward to powering Time
Warner Cable's development of innovative managed and cloud services for
its commercial customers."
The transaction represents a 33% premium to NaviSite's Tuesday's closing
price. The transaction also represents an attractive value to Time
Warner Cable. The acquisition is expected to be accretive to Time Warner
Cable's EPS and Free Cash Flow and will not have a material impact on
leverage ratios. Time Warner Cable expects to utilize NaviSite's net
operating losses, which Time Warner Cable believes will yield a net
present value of approximately $40 million in tax savings after closing.
The transaction is expected to close in the second calendar quarter of
2011 and is subject to NaviSite stockholder approval, expiration or
early termination of the Hart-Scott-Rodino antitrust waiting period and
other customary closing conditions.
NaviSite employs approximately 570 people worldwide. It operates ten
data centers in the United States and the United Kingdom, including two
SAS 70 Type II certified data centers, and network operations centers in
Gurgaon, India and Andover, Massachusetts.
Deutsche Bank Securities Inc. and Paul, Weiss, Rifkind, Wharton &
Garrison, LLP acted as advisors for Time Warner Cable. BRL Law Group LLC
acted as advisor for NaviSite, and Raymond James and Richards, Layton &
Finger, P.A. acted as advisors for NaviSite's Special Committee of its
Board of Directors.
About Time Warner Cable
Time Warner Cable is the second-largest cable operator in the U.S., with
technologically advanced, well-clustered systems located mainly in five
geographic areas - New York State (including New York City), the
Carolinas, Ohio, southern California (including Los Angeles) and Texas.
Time Warner Cable serves more than 14 million customers who subscribe to
one or more of its video, high-speed data and voice services. Time
Warner Cable Business Class offers a suite of phone, Internet, Ethernet
and cable television services to businesses of all sizes. Time Warner
Cable Media, the advertising arm of Time Warner Cable, offers national,
regional and local companies innovative advertising solutions that are
targeted and affordable. More information about the services of Time
Warner Cable is available at www.timewarnercable.com,
www.twcbc.com
and www.twcmedia.com.
About NaviSite
NaviSite, Inc. (NASDAQ: NAVI) is a leading worldwide provider of
enterprise-class, cloud-enabled hosting, managed applications and
services. NaviSite provides a full suite of reliable and scalable
managed services, including Application
Services, industry-leading Enterprise
Hosting, and Managed
Cloud Services for enterprises looking to outsource IT
infrastructure and lower their capital and operational costs. Enterprise
customers depend on NaviSite for customized solutions, delivered through
a global footprint of state-of-the-art data centers. For more
information about NaviSite's services, please visit www.navisite.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995
This document contains certain forward-looking information about Time
Warner Cable and NaviSite that are intended to be covered by the safe
harbor for "forward-looking statements" provided by the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
statements that are not historical facts. Words such as "expect(s)" ,
"feel(s)" , "believe(s)" , "will" , "may" , "anticipate(s)" and similar
expressions are intended to identify forward-looking statements. These
statements include, but are not limited to, financial projections and
estimates and their underlying assumptions; statements regarding plans,
objectives and expectations with respect to future operations, products
and services; and statements regarding future performance. Such
statements are subject to certain risks and uncertainties, many of which
are difficult to predict and generally beyond the control of Time Warner
Cable and NaviSite, that could cause actual results to differ materially
from those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include: those
discussed and identified in public filings with the U.S. Securities and
Exchange Commission ("SEC" ) made by Time Warner Cable and NaviSite; a
downgrade in financial strength ratings; the ability to consummate Time
Warner Cable's acquisition of NaviSite; revenues following the
transaction may be lower than expected; operating costs, customer loss
and business disruption, including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; the
regulatory and other approvals required for the transaction may not be
obtained on the terms expected or on the anticipated schedule; the
ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the transaction and the value of the
transaction consideration; and general economic downturns. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof. Time Warner Cable and
NaviSite do not undertake any obligation to republish revised
forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
Readers are also urged to carefully review and consider the various
disclosures in Time Warner Cable's and NaviSite's respective SEC
reports, including but not limited to Time Warner Cable's Annual Report
on Form 10-K for the year ended December 31, 2009 and Time Warner
Cable's Quarterly Reports on Form 10-Q for the reporting periods of 2010
and NaviSite's Annual Report on Form 10-K for the year ended July 31,
2010 and NaviSite's Quarterly Report on Form 10-Q for the quarterly
period ended October 31, 2010.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, NaviSite intends to file
relevant materials with the SEC, including a proxy statement. Investors
and security holders of NaviSite are urged to read these documents (if
and when they become available) and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those
documents, because they will contain important information about
NaviSite, the proposed transaction and the other parties to the proposed
transaction. Investors and security holders may obtain these documents
(and any other documents filed by NaviSite and Time Warner Cable with
the SEC) free of charge at the SEC's website at http://www.sec.gov.
In addition, the documents filed with the SEC by NaviSite may be
obtained free of charge by directing such request to: NaviSite Investor
Relations at 1-978-946-8615 or from the investor relations portion of
NaviSite's website at http://investors.navisite.com.
Investors and security holders are urged to read the proxy statement and
the other relevant materials when they become available before making
any voting or investment decision with respect to the proposed merger.
PARTICIPANTS IN SOLICITATION
NaviSite and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from NaviSite's stockholders
in respect of the proposed transaction. Information regarding NaviSite's
directors and executive officers is contained in NaviSite's Annual
Report on Form 10-K for the fiscal year ended July 31, 2010, its proxy
statement for its 2010 Annual Meeting of Stockholders, dated November 1,
2010, and subsequent filings which NaviSite has made with the SEC.
Stockholders may obtain additional information about the directors and
executive officers of NaviSite and their respective interests with
respect to the proposed transaction by security holdings or otherwise,
which may be different than those of NaviSite's stockholders generally,
by reading the definitive proxy statement and other relevant documents
regarding the proposed merger, when filed with the SEC. Each of these
documents is, or will be, available as described above.
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Time Warner Cable
Corporate
Communications
Alex Dudley, 212-364-8229
Justin Venech,
212-364-8242
or
Investor Relations
Tom
Robey, 212-364-8218
Laraine Mancini, 212-364-8202
or
NaviSite
Corporate
Communications
Claudine Bianchi, 978-946-7726
or
Investor
Relations
Jim Pluntze, 978-946-8611
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