On February 13, 2006, Videsh Sanchar Nigam Ltd. (VSNL), India's leading provider of international communications and Internet services, closed the acquisition of Teleglobe International Holdings Ltd. for US$178 million plus the assumption of US$61 million in net debt. Teleglobe is a leading provider of international wholesale voice, data, Internet and mobile roaming services. The transaction was structured as the amalgamation of Teleglobe with a newly-formed subsidiary of VSNL. Pursuant to the amalgamation, Teleglobe's shareholders received cash consideration of US$4.50 per common share.
The transaction required the approval of 50.1 per cent of the outstanding Teleglobe common shares. Teleglobe's Board of Directors had previously approved the transaction and Teleglobe Bermuda Holdings Ltd., an affiliate of Cerberus Capital Management, LP, which owned 66.2 per cent of Teleglobe's outstanding common shares, had agreed to vote its shares in favour of the amalgamation.
VSNL has thus gained a network that serves 1,400 customers in 240 countries and territories, as well as additional voice over IP (VoIP) expertise thanks to Teleglobe's 2004 purchase of ITXC Corporation. This is the second major recent international purchase for VSNL, which purchased Tyco's undersea fibre-optic network in July 2005 for US$130 million.
VSNL's legal team was led by John Freeman, senior vice-president and general counsel of VSNL International, and was assisted in Canada by Blake, Cassels & Graydon LLP with a team headed by Sunny Handa that included Angelo Noce, Marie Sabourin, Tricia Kuhl, Marie Hélène Constantin and Katherine Girard (corporate), Gary Jessop (telecom), Jeremy Forgie, Natalie Bussière and Andrea York (pensions, labour and employment), John Leopardi (tax), Corinne Lemire (real estate), Jonathan Kahn (environmental) and Robert Kwinter (competition). Kelley Drye & Warren LLP, with a team headed by Jay Schifferli, Bob Aamoth, John McDonald and Troy Reynolds, acted as VSNL' s lead outside counsel and US counsel.
Teleglobe's legal team was led by its vice-president and general counsel, Michael Wu, who was assisted in Canada by Stikeman Elliott LLP with a team comprised of Marc Barbeau and Gayle Noble (corporate), Gregory Kane, Q.C., (regulatory), Jeff Brown and Vicky Eatrides (competition), Hélène Bussières (employment), Michel Legendre (benefits) and Frédéric Harvey and Marc-André Bélanger (tax). Carol Anne O'Brien (competition and telecommunications regulatory) at Cassels Brock & Blackwell LLP served as counsel to Teleglobe in Canada. Schulte Roth & Zabel LLP, with a team headed by Stuart Freedman, Alan Waldenberg, David Rosewater, Kurt Rosell, Steven Spencer, Michael Adelstein, Misti Bridges and Mary Marks, acted as Teleglobe's lead outside counsel and US counsel.
The transaction required the approval of 50.1 per cent of the outstanding Teleglobe common shares. Teleglobe's Board of Directors had previously approved the transaction and Teleglobe Bermuda Holdings Ltd., an affiliate of Cerberus Capital Management, LP, which owned 66.2 per cent of Teleglobe's outstanding common shares, had agreed to vote its shares in favour of the amalgamation.
VSNL has thus gained a network that serves 1,400 customers in 240 countries and territories, as well as additional voice over IP (VoIP) expertise thanks to Teleglobe's 2004 purchase of ITXC Corporation. This is the second major recent international purchase for VSNL, which purchased Tyco's undersea fibre-optic network in July 2005 for US$130 million.
VSNL's legal team was led by John Freeman, senior vice-president and general counsel of VSNL International, and was assisted in Canada by Blake, Cassels & Graydon LLP with a team headed by Sunny Handa that included Angelo Noce, Marie Sabourin, Tricia Kuhl, Marie Hélène Constantin and Katherine Girard (corporate), Gary Jessop (telecom), Jeremy Forgie, Natalie Bussière and Andrea York (pensions, labour and employment), John Leopardi (tax), Corinne Lemire (real estate), Jonathan Kahn (environmental) and Robert Kwinter (competition). Kelley Drye & Warren LLP, with a team headed by Jay Schifferli, Bob Aamoth, John McDonald and Troy Reynolds, acted as VSNL' s lead outside counsel and US counsel.
Teleglobe's legal team was led by its vice-president and general counsel, Michael Wu, who was assisted in Canada by Stikeman Elliott LLP with a team comprised of Marc Barbeau and Gayle Noble (corporate), Gregory Kane, Q.C., (regulatory), Jeff Brown and Vicky Eatrides (competition), Hélène Bussières (employment), Michel Legendre (benefits) and Frédéric Harvey and Marc-André Bélanger (tax). Carol Anne O'Brien (competition and telecommunications regulatory) at Cassels Brock & Blackwell LLP served as counsel to Teleglobe in Canada. Schulte Roth & Zabel LLP, with a team headed by Stuart Freedman, Alan Waldenberg, David Rosewater, Kurt Rosell, Steven Spencer, Michael Adelstein, Misti Bridges and Mary Marks, acted as Teleglobe's lead outside counsel and US counsel.
