News
Mastercard to acquire TNS’ payment gateway business
Mastercard to acquire TNS’ payment gateway business
Transaction Network Services (TNS), a portfolio company of Siris Capital Group since February 2013, has entered into an agreement to sell its Payment Gateway Services business to MasterCard for an undisclosed sum.
MasterCard will acquire TNS’ eCommerce and card-present payment gateways, which will become part of the DataCash payment gateway suite. With the addition of TNS’ Payment Gateway Services, DataCash will be able to drive additional growth of the eCommerce category – and use of MasterCard-branded products – in North America and Latin America. The combined offering will also expand the support for the next generation of online and mobile payments solutions through a quick integration with existing merchant and acquirer platforms. The transaction is subject to customary closing conditions and is expected to close before year end.
Mike Keegan, Co-Chief Executive Officer at TNS, said: “At TNS, we have created a feature-rich, flexible payment gateway business with best in class infrastructure and availability. Combining this business with DataCash’s offering will create a truly differentiated global digital commerce solution with increased development and distribution capabilities. TNS looks forward to continuing to work with MasterCard and DataCash to help their customers grow and expand their business.”
Morgan Stanley & Co. LLC, Moelis & Company, and Evercore Partners Inc. are acting as financial advisors and Simpson Thacher & Bartlett LLP is acting as legal advisor to TNS in connection with the transaction.
About Transaction Network Services:
Transaction Network Services (TNS) is a leading global provider of data communications and interoperability solutions. TNS offers a broad range of networks and innovative value-added services which enable transactions and the exchange of information in diverse industries such as retail, banking, payment processing, telecommunications and the financial markets.
Founded in 1990 in the United States, TNS has grown steadily and now provides services in over 60 countries across the Americas, Europe and the Asia Pacific region, with our reach extending to many more. TNS has designed and implemented multiple data networks which support a variety of widely accepted communications protocols and are designed to be scalable and accessible by multiple methods.
Transaction Network Services is a wholly-owned subsidiary of affiliates of Siris Capital Group.
For further information about TNS, visit www.tnsi.com.
For further information please contact:
Jo Moorwood / Clare Cockroft
TNS
T: +44 (0)114 292 0163 / +1 703 814 8065
E: pr@tnsi.com
Siris Capital agrees to acquire Digital River for approximately $840 million
Siris Capital agrees to acquire Digital River for approximately $840 million
Minnetonka, MN – October 23, 2014 – Siris Capital Group, LLC (“Siris”), today announced it has signed a definitive agreement to acquire Digital River, Inc. for $26.00 per share in cash. The transaction, valued at approximately $840 million, is subject to customary closing conditions, including the receipt of shareholder approval and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
“We are pleased to have reached this agreement with Siris, which provides significant value to our shareholders and represents a clear endorsement of our transformation strategy, our industry leading ecommerce and payments solutions, our 1,300 global experts and our deep commitment to clients,” said David Dobson, Digital River’s CEO. “We believe that this transaction will provide Digital River with the flexibility to innovate and execute our vision of setting the standard for global ecommerce technology and services. Siris has extensive industry expertise, and working with Siris, Digital River will continue to create even more compelling ways to deliver ecommerce excellence and customer growth.”
“With 20 years of global ecommerce expertise, Digital River has a leading market position and significant global growth potential in the Commerce-as-a-Service market,” said Dan Moloney, Siris Capital Executive Partner. “We are excited to work with the talented employees to build on the Company’s success as a global leader in ecommerce, payments and marketing services. We look forward to supporting Digital River as it continues to serve its world-class client base while exploring new opportunities to drive innovation and global growth.”
Macquarie Capital (USA) Inc., Union Square Advisors LLC, and Evercore Partners Inc. are acting as financial advisors and Simpson Thacher & Bartlett LLP is acting as legal advisor to Siris in connection with the transaction.
For further information regarding the terms and conditions contained in the definitive merger agreement, please see Digital River’s Current Report on Form 8-K, which will be filed in connection with this transaction.
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Additional Information and Where to Find It
This press release may be deemed to be solicitation material in respect of the proposed acquisition of Digital River. In connection with the proposed merger, Digital River intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, Digital River will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT DIGITAL RIVER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DIGITAL RIVER AND THE PROPOSED MERGER. The preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the proposed merger (when they become available), and any other documents filed by Digital River with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC at Digital River’s website, www.digitalriver.com, or by contacting Investor Relations by directing a request to Digital River, Inc., Attention: Investor Relations, 10380 Bren Road West, Minnetonka, MN 55343, or by calling 952-225-3351.
Digital River and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Digital River’s stockholders with respect to the proposed merger. Information about Digital River’s directors and executive officers and their ownership of Digital River’s common stock is set forth in the proxy statement for Digital River’s 2014 Annual Meeting of Shareholders, which was filed with the SEC on April 11, 2014. Information regarding the identity of the potential participants, and their direct or indirect interests in the merger, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed merger.
Siris Capital completes purchase of Juniper Networks® Junos® Pulse Business and BYOD Innovator MobileSpaces
Siris Capital completes purchase of Juniper Networks® Junos® Pulse Business and BYOD Innovator MobileSpaces
San Jose, California, October 1, 2014 – Siris Capital today announced that it has completed its acquisition of the Junos Pulse business from Juniper Networks, the industry leader in network innovation, and incorporated that business under the name, Pulse Secure, LLC. Siris Capital will continue to operate and invest in Pulse Secure as an independent company with the mission to empower business productivity through secure and seamless mobility. Concurrent with the completion of the Junos Pulse acquisition, Pulse Secure has completed the acquisition of MobileSpaces, a leading provider of mobile security for the app-centric enterprise.
Pulse Secure, which has more than 200 patents related to the portfolio in secure access and mobile security, will continue to innovate across its market-leading product portfolio, including the Pulse VPN solution, the Pulse network access control (NAC) gateway, Pulse’s mobile security solutions and branded endpoint clients that run on Windows, Windows Phone, Mac OS X, iOS, Linux and Android. Industry veterans and Siris Executive Partners Alfred Zollar and Andrew Monshaw will lead Pulse Secure, serving in the roles of Chairman and CEO, respectively.
“We are excited to launch Pulse Secure as an independent company. It begins operations with a unique combination of assets, from network infrastructure to mobile technologies,” Zollar said. “Most importantly, we’re building upon this business with more than 200 employees who are leading security experts in VPN, NAC and mobile.”
With the successful closure of the sale and formation of Pulse Secure, Rami Rahim, executive vice president and general manager, Juniper Development and Innovation, said, “This is an exciting day for Pulse Secure and we look forward to our partnership moving forward. Juniper remains committed to ensuring customers and partners experience a seamless transition and see no interruptions in sales or support.”
Pulse Secure will focus on two strategic priorities. First, extending its products’ best-in-class market leadership in the VPN and NAC markets, and second, investing in capturing the emerging market opportunity to enable enterprise network mobility via unified management that includes cloud-based delivery of policies to appliances and mobile devices. The MobileSpaces acquisition underpins Pulse Secure’s commitment to the continued investment in its strategy to create a unified user experience for remote and on-campus mobility that spans PCs and mobile devices with central policy and administration.
“Pairing MobileSpaces’ BYOD workspace with our VPN and network-access control products ushers in the next-generation workforce by giving them easy, yet secure, mobile access to the services and applications they need,” said Monshaw. “We’re thrilled to be bringing MobileSpaces’ innovative products and people to the new Pulse Secure.”
About Pulse Secure
Pulse Secure, LLC is a leading provider of access and mobile security solutions to both enterprises and service providers. Enterprises from every vertical and of all sizes utilize the company’s Pulse virtual private network (VPN), network access control and mobile security products to enable end user mobility securely and seamlessly in their organizations. Pulse Secure’s mission is to enable open, integrated enterprise system solutions that empower business productivity through seamless mobility. www.pulsesecure.net
About MobileSpaces
MobileSpaces helps enterprises mobilize their applications and services, govern their data, and respect the privacy of their employees. MobileSpaces offers a BYOD policy-managed workspace that protects mobile enterprise apps and data against loss and leakage. Founded in 2011 (as CellSec) by experienced enterprise security executives and engineers from McAfee and Check Point Software, MobileSpaces is headquartered outside of Washington, DC, has offices near Tel-Aviv, Israel. www.mobilespaces.com
About Siris Capital
Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work exclusively with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. www.siriscapital.com
Contacts:
Siris Capital
Philip Lo
Director
212-231-0096
lo@siriscapital.com
Pulse Secure
Chris Roeckl
VP, Marketing
408-480-0024
croeckl@pulsesecure.net
Siris Capital completes the acquisition of Stratus Technologies for approximately $352 million
Siris Capital completes the acquisition of Stratus Technologies for approximately $352 million
Hamilton, Bermuda April 28, 2014 – Stratus Technologies, the leading provider of availability solutions, today announced the completion of its acquisition by an affiliate of Siris Capital Group, LLC, in a transaction valued at approximately $352 million. The transaction was initially announced on March 31, 2014.
“Our new ownership structure will enable us to continue to invest in our existing solutions while accelerating our next-generation software and cloud businesses,” said Dave Laurello, President and CEO, Stratus Technologies. “Going forward, our customers and partners will continue to experience the same dedication to innovation, customer service and support that they have come to expect from Stratus.”
“Stratus has great technology, great customers and great people,” said Dan Moloney, Siris Capital Executive Partner. “Our investment will give Stratus the financial stability to continue to invest in and deliver the world-class products and services their customers rely on and further their position as the global market leader of availability solutions.”
As a result of the transaction, Stratus and certain of its affiliates intend to file certifications with the Securities and Exchange Commission of the termination of their respective duties to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, and intend to cease filing such reports thereafter.
Wells Fargo Securities, LLC and Macquarie Capital (USA) Inc. acted as M&A advisors to Siris and Simpson Thacher & Bartlett LLP acted as legal advisor to Siris.
Forward-Looking Statements: This press release contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). When used in this press release, statements containing the words “believe”, “expect”, “anticipate”, “contemplate”, “estimate”, “intend”, “plan”, “project”, “seek” and similar expressions identify forward-looking statements. Such statements relate to future events and implicate risks, uncertainties and other factors both known and unknown which, should they materialize (or should underlying assumptions or estimates prove incorrect), may cause actual results to vary materially from the forward-looking statements made. These risks, uncertainties and other factors include the following, as well as others discussed in the filings of Stratus Technologies Bermuda Holdings Ltd. with the Securities and Exchange Commission: uncertainties associated with the proposed acquisition of Stratus by an affiliate of Siris; the anticipated timing of filings and approvals relating to the proposed acquisition; the expected timing of completion of the proposed acquisition; the ability of third parties to fulfill their obligations relating to the proposed acquisition, including providing financing under current financial market conditions; the ability of the parties to satisfy the conditions to closing of the proposed acquisition; and general and regional economic conditions and industry trends and competition. Forward-looking statements are based on the beliefs of management and are not guarantees of future performance. Any forward-looking statements in this press release are made as of the date hereof, and Stratus undertakes no duty to update further such forward-looking statements, whether as a result of new information, future events or otherwise.
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About Stratus Technologies
Stratus Technologies is the leading provider of infrastructure based solutions that keep applications running continuously in today’s always-on world. Stratus enables rapid deployment of always-on infrastructures, from enterprise servers to clouds, without any changes to applications. Stratus’ flexible solutions – software, platform and services – prevent downtime before it occurs and ensure uninterrupted performance of essential business operations. www.stratus.com
About Siris Capital Group
Siris is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Siris, coupled with its active limited partner co-investment program, targets complex, special situations from $250 million to $1 billion. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work exclusively with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to focus on complex, special situations; typically businesses caught in the midst of a technology transition, which creates operational, strategic, and financial challenges. www.siriscapital.com
Contacts:
Stratus Technologies
Investor Relations
Robert C. Laufer
Senior Vice President, CFO
Stratus Technologies
978-461-7343
bob.laufer@stratus.com
Press & Industry Analysts
Sally Bate
Director Corporate & Marketing Communications
Stratus Technologies
978-461-7518
sally.bate@stratus.com
Siris Capital Group
Philip Lo
Director
Siris Capital Group
212 231 0096
lo@siriscapital.com
Stratus Technologies to be Acquired by Siris Capital Group
Stratus Technologies to be Acquired by Siris Capital Group
Hamilton, Bermuda March 31, 2014 – Stratus Technologies, Inc., the leading provider of availability solutions, today announced that it has signed a definitive agreement to be acquired by an affiliate of Siris Capital Group, LLC, in a transaction valued at approximately $352 million.
“This is the right deal at the right time for Stratus,” said Dave Laurello, President and CEO, Stratus Technologies. “It is a clear endorsement of our strategy, our products and our people. Together we will continue to transform Stratus and take our industry-leading technology and solutions to a broader market, including the cloud.”
“We are impressed by Stratus’ 30 year track record of providing always-on capabilities for customer’s most mission critical applications and are excited by the Company’s strategy for taking this experience into software and the cloud,” said Dan Moloney, Siris Capital Executive Partner. “We look forward to supporting Stratus in providing continued world-class availability solutions and aiding in the expansion of these solutions into the cloud.”
Siris is a leading private equity firm focused on making control investments in data/telecommunications, technology and technology-enabled business service companies in North America. Siris, coupled with its active limited partner co-investment program, targets complex, special situations from $250 million to $1 billion.
By the terms of the agreement, it is contemplated that upon the closing of the acquisition, all of the outstanding principal amount of senior secured notes of Stratus will be called for redemption, at a redemption price of 112% plus accrued and unpaid interest through the redemption date, and all of the outstanding amounts under the senior secured revolving and second lien credit facilities of Stratus will be repaid in full. The closing of the acquisition is subject to certain customary closing conditions that are specified in the agreement, including the receipt of shareholder and regulatory approvals.
Siris has secured committed financing consisting of a combination of equity and debt. The equity financing will be provided by an investor group led by Siris and the debt financing will be arranged by SunTrust Robinson Humphrey, Inc. and Macquarie Capital (USA) Inc.
Jefferies LLC served as exclusive financial advisor to Stratus and Gibson Dunn & Crutcher LLP is acting as legal counsel to Stratus. Wells Fargo Securities LLC and Macquarie Capital (USA) Inc. are acting as M&A advisors to Siris and Simpson Thacher & Bartlett LLP is acting as legal advisor to Siris.
Forward-Looking Statements: This press release contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). When used in this press release, statements containing the words “believe”, “expect”, “anticipate”, “contemplate”, “estimate”, “intend”, “plan”, “project”, “seek” and similar expressions identify forward-looking statements. Such statements relate to future events and implicate risks, uncertainties and other factors both known and unknown which, should they materialize (or should underlying assumptions or estimates prove incorrect), may cause actual results to vary materially from the forward-looking statements made. These risks, uncertainties and other factors include the following, as well as others discussed in the filings of Stratus Technologies Bermuda Holdings Ltd. with the Securities and Exchange Commission: uncertainties associated with the proposed acquisition of Stratus by an affiliate of Siris; the anticipated timing of filings and approvals relating to the proposed acquisition; the expected timing of completion of the proposed acquisition; the ability of third parties to fulfill their obligations relating to the proposed acquisition, including providing financing under current financial market conditions; the ability of the parties to satisfy the conditions to closing of the proposed acquisition; and general and regional economic conditions and industry trends and competition. There can be no assurance that the acquisition will be completed, that the senior secured notes will be called for redemption or that the senior secured revolving or second lien credit facilities will be repaid. Forward-looking statements are based on the beliefs of management and are not guarantees of future performance. Any forward-looking statements in this press release are made as of the date hereof, and Stratus undertakes no duty to update further such forward-looking statements, whether as a result of new information, future events or otherwise.
# # #
About Stratus Technologies
Stratus Technologies is the leading provider of infrastructure based solutions that keep applications running continuously in today’s always-on world. Stratus enables rapid deployment of always-on infrastructures, from enterprise servers to clouds, without any changes to applications. Stratus’ flexible solutions – software, platform and services – prevent downtime before it occurs and ensure uninterrupted performance of essential business operations. www.stratus.com
About Siris Capital Group
Siris is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Siris, coupled with its active limited partner co-investment program, targets complex, special situations from $250 million to $1 billion. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work exclusively with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to focus on complex, special situations; typically businesses caught in the midst of a technology transition, which creates operational, strategic, and financial challenges. www.siriscapital.com
Contacts:
Stratus Technologies
Investor Relations
Robert C. Laufer
Senior Vice President, CFO
Stratus Technologies
978-461-7343
bob.laufer@stratus.com
Press & Industry Analysts
Sally Bate
Director Corporate & Marketing Communications
Stratus Technologies
978-461-7518
sally.bate@stratus.com
Siris Capital Group
Philip Lo
Director
Siris Capital Group
212 231 0096
lo@siriscapital.com
Alfred Zollar joins Siris Capital Group as Executive Partner
Alfred Zollar joins Siris Capital Group as Executive Partner
March 6, 2014 – Siris Capital Group, LLC (“Siris”) announced today that Alfred Zollar has joined the firm as Executive Partner. Mr. Zollar will be working closely with Siris investment professionals and other Executive Partners to identify and diligence potential technology and telecom investment opportunities, and assist in the execution of Siris’ post acquisition business plan for portfolio companies.
Mr. Zollar was a senior operating executive of IBM Corporation, with a 34-year career. Mr. Zollar most recently served as General Manager of IBM Tivoli Software, a multi-billion dollar provider of infrastructure management software. Mr. Zollar also held executive positions including General Manager of IBM iSeries (formerly AS/400) and General Manager of IBM Lotus Software. Previously within IBM, Mr. Zollar held several senior management positions in IBM’s enterprise software businesses, including information management, application development, networking, operating systems, and security. He is a Harvard Fellow from the 2011 cohort of the Advanced Leadership Initiative at Harvard University and holds a U.S. patent covering “trust and identity in secure calendar sharing collaboration.” Mr. Zollar is a board member of The Chubb Corporation, Carnegie Speech Corporation, and PSEG Incorporated. He is also a member of the Executive Leadership Council, and a lifetime member of the National Society of Black Engineers.
About Siris Capital Group
Siris is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Siris, coupled with its active limited partner co-investment program, targets complex, special situations from $250 million to $1 billion. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives (“Executive Partners”), who work exclusively with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to focus on complex, special situations; typically businesses caught in the midst of a technology transition, which creates operational, strategic, and financial challenges. www.siriscapital.com
Contact Information
Philip Lo
+1.212.231.0095
lo@siriscapital.com
TNS completes dividend recapitalization
TNS completes dividend recapitalization
On February 25, 2014, Transaction Network Services Inc. (“TNS”) completed a leveraged recapitalization through the amendment of the existing First and Second Lien credit facilities to support a $215 million dividend to investors. The dividend represents approximately 80% of the initial equity investment in the acquisition of TNS by a Siris Capital (“Siris”) led consortium.
The incremental debt placement was oversubscribed and the recapitalization was made possible by TNS’ strong financial performance since Siris’ acquisition 12 months earlier.
Siris led a consortium of investors to acquire TNS in a take-private transaction that closed on February 15, 2013. Since closing the acquisition, Siris has worked closely with the TNS management team on refocusing its business strategy and supporting growth.
About TNS
TNS is a leading provider of data communications and interoperability solutions. TNS offers a broad range of networks and innovative value-added services which enable transactions and the exchange of information in diverse industries such as retail, banking, payment processing, telecommunications and the financial markets.
Founded in 1990 in the United States, TNS has grown steadily and now provides services in over 60 countries across the Americas, Europe and the Asia Pacific region. TNS has designed and implemented multiple data networks which support a variety of widely accepted communications protocols and are designed to be scalable and accessible by multiple methods.
About Siris
Siris is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Siris, coupled with its active limited partner co-investment program, targets complex, special situations from $250 million to $1 billion. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work exclusively with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to focus on complex, special situations; typically businesses caught in the midst of a technology transition, which creates operational, strategic, and financial challenges.
www.siriscapital.com
Contact Information
Philip Lo
+1.212.231.0095
lo@siriscapital.com