News

Affiliates of Xura Enter into Agreements to Acquire Mitel Mobile and Ranzure Networks to Create a New Key Player in 5G Ready Mobile Network Solutions

Pardeep Kohli, Co-Founder and CEO of Ranzure Networks, Appointed CEO of Xura and to Serve as CEO of the Combined Company

• Establishes a pure play in fully-virtualized, 5G ready software solutions across every layer of the mobile network infrastructure stack, helping Communications Service Providers (“CSPs”) drive efficiencies, flexibility and scalability as they adopt the cloud and virtualize their networks
• New solution set enables customers to handle exponential traffic growth from Internet of Things (“IoT”) and 5G applications
• Krish Prabhu, former CTO of AT&T and former President of AT&T Labs, to join the Board of Directors of the combined company
• Combined company will be based in Dallas, Texas

WAKEFIELD, MA, December 19, 2016 – Xura, Inc. (“Xura”), a leading provider of digital communications services, today announced that its affiliates have entered into definitive agreements to acquire Mitel Mobility, Inc. (“Mitel Mobile”), a division of Mitel Networks Corporation (“Mitel”, Nasdaq: MITL, TSX: MNW), and Ranzure Networks, Inc. (“Ranzure”).

• Mitel Mobile, formerly Mavenir Systems, is a leading provider of Voice-over-Long-Term Evolution (“VoLTE”), Voice-over-WiFi (“VoWiFi”), video, Rich Communication Services (“RCS”), messaging, radio access and packet core solutions
• Ranzure, founded by former Mavenir Systems CEO Pardeep Kohli, is an early-stage venture focused on developing 5G Cloud Radio Access Network (“RAN”) technology

The Xura Board of Directors has appointed Pardeep Kohli, formerly CEO of Mitel Mobile’s predecessor (Mavenir Systems) and Co-Founder and CEO of Ranzure Networks, to succeed Philippe Tartavull as CEO of Xura, effective today. Upon completion of the transactions, Mr. Kohli will serve as the CEO of the combined company. Mitel Mobile President, BG Kumar, will join Mr. Kohli’s management team and former CTO of AT&T and former President of AT&T Labs, Krish Prabhu, will join the Board of Directors of the combined company. The combined company will operate from Dallas, Texas.

Hubert de Pesquidoux, the executive chairman of Xura and future executive chairman of the combined company, commented:

“Xura has undergone a significant transformation over the past two years, and in the last several months has successfully transitioned to private ownership with the backing and support of Siris Capital, a financial sponsor with deep experience and operational expertise in telecommunications. I would like to acknowledge Philippe Tartavull for his significant contributions to the company during this transformational period. Today’s announcement marks a new and exciting chapter for Xura, and will accelerate and enhance the combined company’s ability to grow and deliver value to its customers, partners and employees.”

Well Positioned to Partner with Customers to Bring the Next Wave of Digital Services to Market

The transaction enhances each standalone company’s ability to help CSPs bring the latest monetizable services to market, while driving operating efficiencies, increased service levels, and greater flexibility and scalability as they adopt the cloud and virtualize their networks. The combined company is positioned for long-term success in the digital communications ecosystem across multiple dimensions:

• Product Portfolio: The combination diversifies and bolsters each predecessor company’s standalone product portfolio, delivering a comprehensive 5G ready, fully-virtualized solution set across voicemail, VoLTE, VoWiFi, video, RCS, messaging, security, radio access and packet core
• Innovation and 5G Focus: The combination leverages each company’s significant investments to date in fully-virtualized and 5G ready solutions, a combined team of over 2,000 talented people dedicated to bringing 5G ready solutions to market, and a mutual focus on continued innovation
• Customers at the Core: The combined company will keep customers at the core of its strategy with the vision to be the trusted partner of choice for CSPs as their business needs evolve
• Operational Excellence: The combined company will have scalable R&D centers of excellence in the United States, Israel, Czech Republic, India and China, enabling first-rate global support capabilities
• Management Talent: The combination adds talented and experienced executives to supplement the Xura team, complemented by a strong Board of Directors

Hubert de Pesquidoux commented:

“This is an exciting day for the three companies’ stakeholders. The combination of Xura’s offerings in voicemail, messaging, monetization and security solutions with Mitel Mobile’s offerings in next-generation voice, video, RCS, network access and core solutions, alongside Ranzure’s 5G Cloud RAN technology, will offer a comprehensive, best-in-class solution set to the combined company’s global CSP customer base. Mitel Mobile and its heritage Mavenir brand and technology are synonymous with world-class innovation and customer support, and we are delighted to welcome Pardeep Kohli, who is uniquely positioned to lead the combined company.”

Combined Company to Benefit from World-Class Management and Board-Level Support

Pardeep Kohli is a widely respected wireless veteran with over 20 years of industry experience, primarily focused on driving innovation in the telecom infrastructure space. He most recently served as the CEO of Ranzure, an early-stage developer of 5G Cloud RAN technology, and was President and CEO of Mavenir Systems from 2006 to 2015. During his time at Mavenir, Mr. Kohli grew the business from zero to $175 million in annual revenue and led multiple industry-first innovations, including the first at-scale deployments of virtualization and software defined networking to mobile core networks.

Commenting on the announcement, newly appointed Xura CEO Pardeep Kohli said:

“I am honored and excited to lead Xura and the combined company during this important and transformative time. Both Xura and Mitel Mobile have strong legacies of market-leading innovation and commitment to customer success. Our new company will offer a fully-virtualized, software-based solution set across every layer of the mobile network infrastructure stack, including radio access, packet core and 5G applications.

“We will be the only pure play solution provider with no vested interest in maintaining and promoting proprietary solutions. We look forward to partnering with our customers to achieve operational efficiencies as they prepare to handle the exponential traffic growth that the industry’s IoT and 5G applications will bring.”

Krish Prabhu, who will join the combined company’s Board of Directors upon completion of the transactions, most recently served as the CTO of AT&T and President of AT&T Labs from 2011 to 2016. He previously served as Interim CEO and President of Tekelec, as CEO and President of Tellabs Inc., as a Venture Partner of Morganthaler Venture Partners, and as COO of Alcatel Telecom. Mr. Prabhu’s deep industry experience, thought leadership, and strong relationships with mobile operators will serve the Board of Directors and management team well.

Conditions to Closing and Advisors

The transactions are subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other foreign antitrust regulatory approvals, as necessary. Upon completion of the transactions, Mitel Mobile and Ranzure will become wholly owned by affiliates of Xura. The transactions are currently expected to close in the first quarter of 2017.

An affiliate of Xura has secured committed financing consisting of a combination of equity and debt. The equity financing will be provided by affiliates of Siris Capital Group, LLC (“Siris Capital”) and the debt financing will be provided by a lender group led by Cerberus Business Finance, LLC.

Goldman Sachs & Co. is acting as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Mitel in connection with the transaction. Guggenheim Securities, LLC is acting as financial advisor and Sidley Austin LLP is acting as legal advisor to Xura in connection with the transactions.

About Xura

Xura, Inc. offers a portfolio of digital services solutions that enable global communications across a variety of mobile devices and platforms. We help communication service providers (CSPs) and enterprises navigate and monetize the digital ecosystem to create innovative, new experiences through our cloud-based offerings. Our solutions touch more than three billion people through 350+ service providers and enterprises in 140+ countries. You can find us at www.Xura.com.

About Mitel

A global provider of enterprise and mobile communications powering more than 2 billion business connections and 2 billion mobile subscribers every day, Mitel (Nasdaq: MITL) (TSX: MNW) helps businesses and mobile carriers connect, collaborate and provide innovative services to their customers. Our innovation and communications experts serve more than 60 million business users in more than 100 countries. For more information, go to www.mitel.com.

About Ranzure Networks

Founded by industry veterans with extensive experience in virtualized LTE core networks and Radio Access technologies – Ranzure is focused on paving the way for seamless superfast 5G networks. Ranzure Networks has licensed Mitel Mobile technology in the area of Evolved Packet Core to support service providers as they build 5G networks for the Internet of Things. Ranzure is based in Richardson, Texas, with additional development centers in Ottawa, Canada and Bengaluru, India. Visit www.ranzure.com for more information.

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. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work 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. To learn more, visit us at www.siriscapital.com.

Forward Looking Statements

Some of the statements in this press release are forward-looking statements (or forward-looking information) within the meaning of applicable securities laws. These include statements using the words believe, target, outlook, may, will, should, could, estimate, continue, expect, intend, plan, predict, potential, project and anticipate, and similar statements which do not describe the present or provide information about the past. There is no guarantee that the expected events or expected results will actually occur. Such statements are subject to a number of risks and uncertainties. These statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, operational and other factors. Any changes in these assumptions or other factors could cause actual results to differ materially from current expectations. All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on such statements. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the integration of Mitel Mobile and Ranzure and the ability to recognize the anticipated benefits from the acquisitions of Mitel Mobile and Ranzure; the ability to obtain required regulatory approvals for the acquisitions of Mitel Mobile and Ranzure, the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the expected benefits of the acquisitions of Mitel Mobile and Ranzure; the risk that the conditions to the acquisitions are not satisfied on a timely basis or at all and the failure of the acquisitions to close for any other reason; the anticipated size of the markets and continued demand for Xura, Mitel Mobile and Ranzure products; access to available financing on a timely basis and on reasonable terms, including the refinancing of Xura’s debt to fund a portion of the cash purchase price in connection with the acquisitions; Xura’s ability to achieve or sustain profitability following the acquisitions; fluctuations in quarterly and annual revenues and operating results; fluctuations in foreign exchange rates; current and ongoing global economic instability, political unrest and related sanctions; intense competition; and Xura’s ability to implement and achieve its business strategies successfully.  Forward-looking statements speak only as of the date they are made.  Except as required by law, Xura does not have any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.

Media Contacts:

US PR Contact:

Lydia Fakhouri

Matter

lfakhouri@matternow.com

O: + 1 (971) 246 7896

M: +1 (302) 381 9690

European PR Contact:

Max Deeley

Hotwire

max.deeley@hotwirepr.com

O: +44 (0) 20 7608 8344

M: + 44 (0) 7725959205

Xura Contact:

Maria Hudson

Xura

maria.hudson@xura.com

M: +44 (0) 7894604040

Polycom stockholders to receive $12.50 per share in cash; Mary McDowell appointed CEO; Company positioned to enhance customer value and extend lead in UC&C market

SAN JOSE, Calif. – Sept 27, 2016: Polycom, Inc., a global leader in helping organizations achieve new levels of teamwork, efficiency and productivity by unleashing the power of human collaboration, today announced the completion of its acquisition by affiliates of Siris Capital Group, LLC (“Siris” or “Siris Capital”) in a transaction reflecting an equity value of approximately $2.0 billion in cash. Polycom’s stock will cease trading on the NASDAQ under the ticker symbol PLCM, effective today.

“We are excited to be a part of Polycom’s next chapter as we jointly work to create sustainable, long-term value for customers and partners,” said Daniel Moloney, Executive Partner, Siris Capital. “Together, with Mary and her team, we will enhance Polycom’s strategy to lead the market in audio, video and content collaboration solutions and continue to provide customers with the same high level of commitment, focus, innovation and support.”

Ms. McDowell, who succeeds Peter Leav as CEO and board member, is a technology executive who has led global multi-billion dollar businesses in the mobile, consumer and enterprise sectors. Prior to joining Polycom, Ms. McDowell was an Executive Partner at Siris Capital and was formerly the EVP, Mobile Phones at Nokia, where she held global P&L responsibility for the feature phone business and associated software and digital services. She joined Nokia in 2004 to lead the Enterprise Solutions business and later served as Chief Development Officer. Ms. McDowell has also held senior positions at Compaq Computer and Hewlett Packard. She serves on the boards of Autodesk, Inc., Bazaarvoice and UBM plc.

“This is a momentous day for Polycom,” said Ms. McDowell. “I’m honored and excited to be a part of the Polycom team and to work to accelerate our ability to provide customers with easy-to-use, innovative experiences that help them achieve new levels of teamwork, efficiency and productivity. As an independent private company, we will build on Polycom’s market leading position and make strategic, innovative moves to proactively address changing market dynamics and customer needs.” In connection with the closing of the transaction, the company, which will continue to operate as Polycom, Inc., will be wholly owned by affiliates of Siris Capital.

About Polycom, Inc.
Polycom helps organizations unleash the power of human collaboration. More than 400,000 companies and institutions worldwide defy distance with secure video, voice and content solutions from Polycom to increase productivity, speed time to market, provide better customer service, expand education and save lives. Polycom and its global partner ecosystem provide flexible collaboration solutions for any environment that deliver the best user experience, the broadest multi-vendor interoperability and unmatched investment protection. Visit www.polycom.com or connect with us on Twitter, Facebook, and LinkedIn to learn more.

© 2016 Polycom, Inc. All rights reserved. POLYCOM®, the Polycom logo, and the names and marks associated with Polycom’s products are trademarks and/or service marks of Polycom, Inc. and are registered and/or common law marks in the United States and various other countries. All other trademarks are property of their respective owners.

About Siris Capital Group, LLC
Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work 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. To learn more, visit us at www.siriscapital.com.

Contacts
Press:
Cameron Craig
Polycom, Inc.
Tel: +1.408.586.3776
cameron.craig@polycom.com

• Xura shareholders to receive $25.00 per share in cash
• Acquisition supports Xura’s transformation growth strategy to be the leader in digital communications solutions for Communication Service Providers (“CSPs”)
• Enables further investment, expansion and development of digital communication and monetization services

WAKEFIELD, Mass., August 19, 2016 — Xura, Inc. (NASDAQ: MESG), a leading provider of digital communications services, today announced the completion of its acquisition by affiliates of Siris Capital Group, LLC (“Siris” or “Siris Capital”) in a transaction reflecting an equity value of approximately $643 million.

The transaction, which was initially announced on May 23, 2016, was approved by a majority of Xura’s shareholders on August 16, 2016. In connection with the closing of the transaction, the company, which will continue to operate as Xura Inc., will be wholly owned by affiliates of Siris Capital.

Siris’ investment underpins Xura’s mission to revolutionize the way the world communicates, accelerating its development of leading digital communications solutions for CSPs that will transform future engagement experiences across all networks, channels and devices. At the heart of this acquisition is a commitment to continue building a company positioned for longevity and growth, which is focused on customers, product development and fostering technology innovation across messaging, data, network security and virtualization services.

Commenting on the transaction closure, Hubert de Pesquidoux, Siris Capital executive partner and Xura’s new executive chairman, said: “With its broad product portfolio and industry-renowned technology, which has underpinned mobile messaging for many years, Xura is well-positioned to continue to bring value to the 300+ customers it supports and the broader digital ecosystem. We look forward to working with the management team and employees to further advance the company’s value proposition, investing and innovating to help its customers succeed. I am honored to be part of Xura’s next chapter.”

“This is a momentous day for Xura,” said Philippe Tartavull, CEO at Xura. “By partnering with Siris Capital and its experienced leadership team, we will now be able to accelerate our strategy to bring best-in-class messaging, voicemail, security, and monetization solutions to our customers. This investment not only offers Xura increased financial stability, but is a fantastic opportunity to expand our reach and bolster our position as an industry-leading company with digital innovation and customers at its core.”

About Xura, Inc.
Xura offers a portfolio of digital services solutions that enable global communications across a variety of mobile devices and platforms. We help communication service providers (CSPs) and enterprises navigate and monetise the digital ecosystem to create innovative, new experiences through our cloud-based offerings. Our solutions touch more than three billion people through 350+ service providers and enterprises in 140+ countries. You can find us at Xura.com.

About Siris Capital Group, LLC
Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work 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. To learn more, visit us at www.siriscapital.com.

Media Contact
Maria Hudson
Xura
maria.hudson@xura.com
+44 7967813429

‍

NEW YORK, New York, July 8, 2016 — Siris Capital Group, LLC today announced that its affiliates have submitted a unilaterally binding offer to acquire all outstanding shares of Polycom, Inc. (NASDAQ: PLCM) for a price of $12.50 per share in cash.  The offer is subject to Polycom being released from its existing merger agreement with Mitel Networks Corporation (NASDAQ: MITL) in accordance with the terms thereof.  The Board of Directors of Polycom has informed Siris that it unanimously determined Siris’ offer to be superior to the Mitel transaction.  Polycom has also announced its intention to promptly terminate its merger agreement with Mitel.  The all-cash transaction is valued at approximately $2.0 billion, including Polycom’s outstanding debt, which represents a premium of 13.6% to the current value of Mitel’s offer, based on Mitel’s closing share price as of July 7th, 2016

“Polycom has a 25-year history serving the audio and video collaboration needs of the most demanding enterprises and is a globally recognized brand synonymous with innovation and the highest quality. We are very excited for the opportunity to partner with Polycom and its leadership team, as the Company fits well with Siris’ investment focus on mission-critical telecommunications businesses,” said Dan Moloney, Siris Executive Partner. “The industry is transitioning to a hybrid on-premise and cloud-based Unified Communications environment. We believe that as an independent private company, Polycom would be best positioned to continue its heritage as a best-in-class communications solutions provider to more than 400,000 companies and institutions, channel partners, and the evolving Unified Communications ecosystem.”

Siris’ offer will remain in effect until no later than July 15, 2016. If the Polycom/Mitel Networks merger agreement is terminated in accordance with its terms, Polycom would be permitted to accept the offer, with the result that binding definitive agreements could become effective. Any transaction would be subject to regulatory approval, shareholder approval and other customary closing conditions.

Siris has secured committed financing consisting of a combination of equity and debt. Equity financing will be provided by Siris and its co-investors from available capital commitments, and the debt financing will be provided by Macquarie Capital.

Moelis & Company, Evercore, and Macquarie Capital are acting as financial advisors to Siris Capital Group, and Sidley Austin LLP is acting as its legal counsel.

About Siris Capital Group

Siris Capital Group 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. To learn more, visit www.siriscapital.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements regarding, among other things, statements related to expectations, goals, plans, objectives and future events. Siris intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,”  “outlook,” “guidance” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties. Various factors could adversely affect Polycom, Inc.’s (“Polycom”) and Siris’ operations, business or financial results in the future and cause its actual results to differ materially from those contained in the forward-looking statements. The forward-looking statements contained herein include assumptions about Polycom’s and Siris’ operations, and certain plans, activities or events which we expect will or may occur in the future. Among the factors that may cause actual results and experiences to differ from anticipated results and expectations in forward-looking statements are the following: the risk that the recently announced binding offer to acquire Polycom and any related merger may not be consummated, or may not be consummated in a timely manner; the risk that a regulatory approval that may be required for the transaction is not obtained, or could only be obtained subject to conditions that are not anticipated; and the risk that revenue opportunities, cost savings, synergies and other anticipated benefits from the transaction may not be fully realized or may take longer to realize than expected.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

If a merger agreement is executed on the proposed terms, Polycom will file relevant materials with the Securities and Exchange Commission (the “SEC”) in connection with the proposed merger, including a preliminary proxy statement on Schedule 14A. Under the proposed terms, promptly after filing its definitive proxy statement with the SEC, Polycom will mail or otherwise make available the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. POLYCOM STOCKHOLDERS AND OTHER INVESTORS ARE ADVISED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN RESPECT OF THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE, AS THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Polycom stockholders and other investors may obtain free copies of the definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed merger (when they become available), along with other documents filed by Polycom with the SEC, at the SEC’s website
(http://www.sec.gov).

Contacts

Heather Kernahan
President
Eastwick
Tel: (415) 269-9854
Email: heather@eastwick.com

• Xura shareholders to receive $25.00 per share in cash
• Acquisition provides immediate stockholder value and supports Xura’s transformation growth strategy to be the leader
• in digital communications solutions for Communication Service Providers (“CSPs”)
• Enables further investment, expansion and development of digital communication and monetization services

WAKEFIELD, Mass., May 23, 2016 (GLOBE NEWSWIRE) — Xura, Inc., (NASDAQ:MESG), a leading provider of digital communications services, today announced that it has entered into a definitive agreement to be acquired by affiliates of Siris Capital Group, LLC (“Siris”) in a transaction reflecting an equity value of approximately $643 million. In addition, as part of the transaction, Xura’s existing credit facility will be refinanced.

Under the terms of the agreement, Siris will acquire all of the outstanding shares of Xura’s common stock for $25.00 per share in cash, representing a 19.2% premium over the closing price on May 20, 2016, a 14.8% premium over the 30-day volume-weighted average closing stock price, and a 26.0% premium over the closing price on April 14, 2016, the day before the Company disclosed that it was in exclusive negotiations for a potential sale of the Company to a third party for $25.00 per share. The agreement was unanimously approved by Xura’s Board of Directors, which recommended that Xura’s stockholders adopt the agreement with Siris. A special meeting of Xura’s stockholders will be held as soon as practicable following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) and subsequent mailing to stockholders.

Under the terms of the agreement, Xura may solicit alternative acquisition proposals from third parties during a 45-day “goshop” period, following the date of execution of the merger agreement. There is no guarantee that this process will result in a superior proposal, and the merger agreement provides Siris with a customary right to match a superior proposal.

Philippe Tartavull, President and CEO of Xura, said, “Over the past year, the company has experienced unprecedented change, with the divestment of the Comverse BSS business and the combination of Comverse and Acision to form Xura. Siris’ acquisition of Xura is a strong endorsement of our transformation strategy and provides immediate value to our stockholders. Working in a private setting will allow greater flexibility to accelerate our strategy to bring bes-itn-class messaging, voicemail, security, and monetization solutions to our customers.”

Commenting on the transaction, Hubert de Pesquidoux, Siris Capital Executive Partner, said: “Xura has a strong, credible history in delivering communications services to CSPs globally, and will continue to have long-term value for the digital ecosystem as the company evolves. We see great potential and talent within the organization, and we are excited to partner with Xura to build a business with digital innovation and customers at its core. Importantly, Siris has an extensive history of successfully operating businesses that provide mission-critical products to CSPs and understands that continued investment and customer partnership are instrumental to delivering world-class solutions.”

The transaction is subject to customary closing conditions, including the receipt of stockholder approval and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other foreign antitrust regulatory approvals, as necessary. The transaction is not subject to any financing condition. Upon completion of the acquisition, Xura will become wholly owned by an affiliate of Siris. The transaction is currently expected to close in the third fiscal quarter of 2016.

Siris has secured committed financing consisting of a combination of equity and debt. The equity financing will be provided by affiliates of Siris and the debt financing will be provided by Cerberus Business Finance, LLC.

Goldman, Sachs & Co. is acting as financial advisor, and DLA Piper LLP (US) is acting as legal advisor to Xura in connection with the transaction. Guggenheim Securities, LLC is acting as financial advisor, and Sidley Austin 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 Xura’s Current Report on Form 8K which will be filed in connection with this transaction.

About Xura, Inc.
Xura, Inc. (NASDAQ:MESG) offers a portfolio of digital services solutions that enable global communications across a variety of mobile devices and platforms. We help communication service providers (CSPs) and enterprises navigate and monetize the digital ecosystem to create innovative, new experiences through our cloud-based offerings. Our solutions touch more than three billion people through 350+ service providers and enterprises in 140+ countries. To learn more, visit www.xura.com.

About Siris Capital Group, LLC
Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies. 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. To learn more, visit www.siriscapital.com.

Additional Information and Where to Find It
In connection with the proposed merger, Xura will be filing relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Xura will mail or otherwise make available the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. XURA STOCKHOLDERS AND OTHER INVESTORS ARE ADVISED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN RESPECT OF THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE, AS THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Xura stockholders and other investors may obtain free copies of the definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed merger (when they become available), along with other documents filed by Xura with the SEC, at the SEC’s website (http://www.sec.gov) or through the investor relations section of Xura’s website (http://www.xura.com).

Xura and its directors and executive officers may be deemed participants under SEC rules in the solicitation of proxies from Xura’s stockholders in favor of the proposed merger. Information about Xura’s directors and executive officers and their interests in the solicitation, which may, in some cases, differ from those of Xura’s stockholders generally, will be included in the proxy statement filed with the SEC in connection with the proposed merger. Additional information about these directors and executive officers is available in Xura’s proxy statement for its 2015 Annual Meeting of Stockholders, which was filed with the SEC on May 28, 2015, and in Xura’s Annual Report on Form 10-K, which was filed with the SEC on May 23, 2016. To the extent that holdings of Xura’s securities by Xura’s directors and executive officers have changed since the amounts printed in the latest proxy statement or Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

Forward-Looking Statements
This press release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Xura’s current expectations or beliefs concerning future events, plans, strategies, or objectives that are subject to change, and actual results may differ materially from the forward-looking statements. Without limiting the foregoing, the words “expect,” “plan”, “believe,” “seek,” “estimate,” “aim,” “intend,” “anticipate,” “believe,” and similar expressions are intended to identify forward-looking statements. Forwardlooking statements may involve known and unknown risks over which Xura has no control. Those risks include, without limitation (i) the risk that the proposed merger may not be completed in a timely manner, or at all, which may adversely affect Xura’s business and the price of its common stock, (ii) the failure to satisfy all of the closing conditions of the proposed merger, including the adoption of the Merger Agreement by Xura’s stockholders and the receipt of certain governmental and regulatory approvals in the U.S. and in foreign jurisdictions, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed merger on Xura’s business, operating results, and relationships with customers, suppliers and others, (v) risks that the proposed merger may disrupt Xura’s current plans and business operations, (vi) potential difficulties retaining employees as a result of the proposed merger, (vii) risks related to the diverting of management’s attention from Xura’s ongoing business operations, and (viii) the outcome of any legal proceedings that may be instituted against Xura related to the Merger Agreement or the proposed merger. In addition, Xura’s actual performance and results may differ materially from those currently anticipated due to a number of risks including, without limitation: (i) the conditions of markets generally and the industries in which Xura operates, including recent volatility in Xura’s key industry segments, (ii) the Xura’s ability to diversify its product applications, expand its customer base, and enter into new market segments, and (iii) other events and factors disclosed previously and from time to time in Xura’s filings with the SEC, including Xura’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016. The documents and reports Xura files with the SEC are available through Xura, or its website, www.Xura.com, or through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) at www.sec.gov. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Except as required by applicable law, Xura does not undertake to update these forward-looking statements to reflect future events or circumstances.

Media Contact:
Maria Hudson
Xura
maria.hudson@xura.com
+44 7967813429

Investor Relations Contact:
Luke Todd
Xura
Luke.todd@Xura.com
+1-781-213-2131

RESTON, VA, January 11, 2016 – Transaction Network Services (TNS) and private-equity firm Siris Capital Group, LLC (Siris) announced today that an affiliate of Koch Equity Development LLC (KED) and co-investors including affiliates of Eaglehill Advisors LLC (Eaglehill) and MSD Capital, L.P. (MSD) have made a minority equity investment in Trident Private Holdings III, LLC, a holding company of TNS.

TNS provides secure, mission critical connectivity and gateway services via a global network enabling its customers to exchange data and information and transact worldwide. Siris acquired TNS in a sponsor-led “take-private” transaction in 2013 and will continue to hold a controlling interest.

“Siris and KED share a similar philosophy on how to drive world-class performance and create value in companies like TNS,” said Frank Baker, co-founder and managing partner of Siris. “The investment provides a solid foundation for TNS’ management team to continue to pursue attractive growth and acquisition opportunities in new products and markets.”

“This is an exciting investment opportunity for KED,” said Brett Watson, managing director of KED. “TNS has an excellent reputation for delivering reliable interoperability solutions and a strong management team with a consistent record of delivering results.”

Matt Flamini, president of KED, added, “Joining with best-in-class investors like Siris in businesses with strong management teams is a core tenet of the KED investment strategy.”

Bob Aquilina, Siris Capital Executive Partner and Executive Chairman of TNS stated, “The investment is a strong validation of the market leadership and growth strategy of TNS, as well as the success achieved by the management team and Siris to date. We welcome the fresh perspective of the new investors to the board and their commitment to the success of TNS.”

Mike Keegan, TNS’ chief executive officer, commented, “Following the recent divestiture of the Caller Name and Line Information Database Solutions business, the company is better positioned from both a capitalization and growth perspective, providing us ample flexibility to continue to focus on growth in global managed network services across the payments, financial services, and telecom verticals, while continuing to serve our customers’ most mission-critical requirements at the highest levels.”

Eaglehill Advisors LLC has been advising TNS on strategic alternatives. Rothschild Inc. acted as financial advisor to KED. Winston & Strawn LLP and Sidley Austin LLP acted as legal advisor to Siris. Milbank, Tweed, Hadley & McCloy LLP acted as legal adviser to KED. The transaction was signed and completed on January 11, 2016. Additional terms of the deal were not disclosed.

About Koch Equity Development LLC
Koch Equity Development LLC is the acquisition and investment subsidiary of Koch Industries, Inc. Based in Wichita, Kansas, Koch Industries, Inc. is one of the largest private companies in America with estimated annual revenues as high as $115 billion, according to Forbes. It owns a diverse group of companies involved in refining, chemicals, biofuels and ingredients; forest and consumer products; fertilizers; polymers and fibers; process and pollution control equipment and technologies; electronic components; commodity trading; minerals; energy; ranching; glass; and investments. Since 2003, Koch companies have invested more than $70 billion in acquisitions and other capital expenditures. With a presence in more than 60 countries, Koch companies employ more than 100,000 people worldwide, with about 60,000 of those in the United States. From January 2009 to present, Koch companies have earned more than 1,000 awards for safety, environmental excellence, community stewardship, innovation, and customer service.

About Eaglehill Advisors LLC
Eaglehill delivers a wide range of capital raising solutions and strategic financial and capital markets advisory. Eaglehill also serves as an investment manager to a middle market direct lending strategy. Eaglehill was founded in 2014 and is headquartered in New York, New York. Further information can be found at: http://www.eaglehillcapital.com/.

About MSD Capital, L.P.
MSD Capital, L.P. is the private investment firm that was established in 1998 to exclusively manage the capital of Michael Dell and his family. The firm utilizes a multi-disciplinary investment strategy focused on maximizing long-term capital appreciation by making investments across the globe in the equities of public and private companies, credit, real estate and other asset classes and securities. MSD Private Capital Group leads the firm’s control equity and structured preferred investments into outstanding businesses with world-class management teams. MSD Capital’s team operates from the firm’s offices in New York and Santa Monica.

About Siris Capital Group, LLC
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. To learn more, visit us at www.siriscapital.com.

About Transaction Network Services, Inc.
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 market. 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 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. TNS is a portfolio company of funds managed by Siris Capital Group.

For further information please contact:
Clare Cockroft or Joanne Moorwood
PR Director / Senior Director, Marketing Communications
T: +44 (0)114 292 0163 / +1 703 814 8065
E: pr@tnsi.com