DragonWave Inc. announced the closing of the acquisition of Nokia Siemens Networks' microwave transport business. The acquisition included the associated operational support system (OSS) and related support functions of the business.
The acquisition was effected pursuant to the Amended and Restated Master Acquisition Agreement between DragonWave Inc., its wholly owned subsidiary DragonWave S.à r.l. and Nokia Siemens Networks dated May 3, 2012 (the “Master Acquisition Agreement”).
While Nokia Siemens Networks retains responsibility for its existing solution sales and associated services for microwave transport and will continue to provide R&D and other support to the business through a services arrangement, DragonWave is responsible for the microwave transport product line, including R&D, product management and operations functions.
As part of the acquisition, DragonWave has become the preferred strategic supplier of packet microwave and related products to Nokia Siemens Networks and both companies will jointly coordinate technology development activities.
The business was acquired by one of DragonWave's wholly owned subsidiaries, DragonWave S.à r.l. The purchase price consists of €10.6 million in cash, subject to customary post-closing adjustments, and 2,000,978 common shares of DragonWave.
Under the Master Acquisition Agreement, Nokia Siemens Networks is subject to a lock-up restricting sale or disposition of the shares, subject to customary exceptions. The Master Acquisition Agreement also includes a capital lease or similar deferred sale agreement from Nokia Siemens Networks to DragonWave of approximately €3.9 million of equipment.
Concurrently with the closing of the acquisition, DragonWave has also established a new credit facility with Comerica Bank and Export Development Canada. The credit facility is available to finance the completion of the acquisition and DragonWave's working capital requirements.
The credit facility is for a total of US$40 million, of which DragonWave has drawn US$35 million as of June 1, 2012.
DragonWave also has access, subject to ongoing compliance with borrowing covenants, to US$20 million in additional credit (for total maximum credit of US$60 million).
DragonWave was represented in the acquisition and associated commercial transactions by Fraser Milner Casgrain LLP with a team led by Andrea Johnson (corporate/securities/M&A) and Alex Kilgour (M&A/technology). The FMC team included Lara Vos Smith (corporate/securities/M&A); Giancarlo Salvo (corporate/securities/M&A) and Tom Reaume (technology).
DragonWave was represented in the debt financing also by Fraser Milner Casgrain LLP with a team led by Heidi Clark (financial services) and including Jarvis Hétu (financial services).
DragonWave was represented in the US by DLA Piper LLP with a team that included Matt Leivo, Paolo Morante (competition); and represented in China by Kit Kwok and Wei Chen.
In Italy, DragonWave was represented by Studio Legale Tributario Associato with a team comprising Sergio Anania, Fabrizio Morelli and Stefano Cignozzi.
In Luxembourg, DragonWave was represented by Arendt & Medernach. The Arendt team comprised Saskia Myners and Guy Harles.
Nokia was represented by Bird & Bird LLP with a team comprising Neil Blundell and Robert Lyne; and in Italy by NCTM with a team comprising Vittorio Noseda, Carlo Grignani and Paolo Gallarati.
The acquisition was effected pursuant to the Amended and Restated Master Acquisition Agreement between DragonWave Inc., its wholly owned subsidiary DragonWave S.à r.l. and Nokia Siemens Networks dated May 3, 2012 (the “Master Acquisition Agreement”).
While Nokia Siemens Networks retains responsibility for its existing solution sales and associated services for microwave transport and will continue to provide R&D and other support to the business through a services arrangement, DragonWave is responsible for the microwave transport product line, including R&D, product management and operations functions.
As part of the acquisition, DragonWave has become the preferred strategic supplier of packet microwave and related products to Nokia Siemens Networks and both companies will jointly coordinate technology development activities.
The business was acquired by one of DragonWave's wholly owned subsidiaries, DragonWave S.à r.l. The purchase price consists of €10.6 million in cash, subject to customary post-closing adjustments, and 2,000,978 common shares of DragonWave.
Under the Master Acquisition Agreement, Nokia Siemens Networks is subject to a lock-up restricting sale or disposition of the shares, subject to customary exceptions. The Master Acquisition Agreement also includes a capital lease or similar deferred sale agreement from Nokia Siemens Networks to DragonWave of approximately €3.9 million of equipment.
Concurrently with the closing of the acquisition, DragonWave has also established a new credit facility with Comerica Bank and Export Development Canada. The credit facility is available to finance the completion of the acquisition and DragonWave's working capital requirements.
The credit facility is for a total of US$40 million, of which DragonWave has drawn US$35 million as of June 1, 2012.
DragonWave also has access, subject to ongoing compliance with borrowing covenants, to US$20 million in additional credit (for total maximum credit of US$60 million).
DragonWave was represented in the acquisition and associated commercial transactions by Fraser Milner Casgrain LLP with a team led by Andrea Johnson (corporate/securities/M&A) and Alex Kilgour (M&A/technology). The FMC team included Lara Vos Smith (corporate/securities/M&A); Giancarlo Salvo (corporate/securities/M&A) and Tom Reaume (technology).
DragonWave was represented in the debt financing also by Fraser Milner Casgrain LLP with a team led by Heidi Clark (financial services) and including Jarvis Hétu (financial services).
DragonWave was represented in the US by DLA Piper LLP with a team that included Matt Leivo, Paolo Morante (competition); and represented in China by Kit Kwok and Wei Chen.
In Italy, DragonWave was represented by Studio Legale Tributario Associato with a team comprising Sergio Anania, Fabrizio Morelli and Stefano Cignozzi.
In Luxembourg, DragonWave was represented by Arendt & Medernach. The Arendt team comprised Saskia Myners and Guy Harles.
Nokia was represented by Bird & Bird LLP with a team comprising Neil Blundell and Robert Lyne; and in Italy by NCTM with a team comprising Vittorio Noseda, Carlo Grignani and Paolo Gallarati.
Lawyer(s)
Andrea C. Johnson
Lara Vos Smith
Jarvis Hétu
Alex J. Kilgour
Thomas F. Reaume
Giancarlo Salvo
Heidi Clark