Select Page
Japan's SoftBank to Acquire Fortress Investment Group $FIG for $3.3B

Japan's SoftBank to Acquire Fortress Investment Group $FIG for $3.3B

In September 2016, SoftBank acquired British semiconductor IP company ARM Holdings plc for $32 billion. The company was founded in 1981 and is headquartered in Tokyo, Japan. “Fortress’s excellent track record speaks for itself, and we look forward to benefitting from its leadership, broad-based expertise and world-class investment platform,” said Masayoshi Son, Chairman and CEO of SoftBank Group Corp. “For SoftBank, this opportunity will immediately help expand our group capabilities, and, alongside our soon-to-be-established SoftBank Vision Fund platform, will accelerate our SoftBank 2.0 transformation strategy of bold, disciplined investment and world class execution to drive sustainable long-term growth.” “SoftBank is an extraordinary company that has thrived under the visionary leadership of Masayoshi Son,” said Fortress Co-Chairmen Pete Briger and Wes Edens. “We are very pleased to announce an agreement setting our business on a great path forward as part of SoftBank, while creating significant value for our shareholders. We join a company with tremendous scale and resources, and a culture completely aligned with our focus on performance, service and innovation. We anticipate substantial benefits for our investors and business as a whole, and we have never been more optimistic about our prospects going forward.” Under the terms of the merger agreement, which was unanimously approved by a Special Committee of Independent Directors of Fortress’s Board of Directors and Fortress’s full Board of Directors, each Fortress Class A shareholder will receive $8.08 per share, which represents a premium of 38.6% to the closing price of Fortress Class A common stock on February 13, 2017, and a premium of 51.2% to Fortress’s 3-month volume-weighted average price, excluding dividends. In addition, each Fortress Class A shareholder may receive up to two regular quarterly dividends prior to the closing, each in an amount not to exceed $0.09 per Class A Share. Fortress plans to maintain its current base dividend of $0.09 per share for the fourth quarter of 2016 and, if closing does not occur prior to the applicable payment date, for the first quarter of 2017. Fortress principals Pete Briger, Wes Edens and Randy Nardone have agreed to continue to lead Fortress, and have committed to invest 50% of their after-tax proceeds from the transaction in Fortress-managed funds and vehicles, underscoring a deep alignment with the interests of Fortress’s limited partner investors, and in equity securities of SoftBank and SoftBank-managed funds and vehicles. In addition, the Fortress principals have agreed to vote shares representing an aggregate of 34.99% of the outstanding Fortress voting shares held by them in favor of the transaction. Fortress’s senior investment professionals will remain in place and will retain their significant participation interests in fund performance. Fortress will operate within SoftBank as an independent business headquartered in New York, and SoftBank is committed to maintaining the leadership, business model, brand, personnel, processes and culture that have supported Fortress’s success to date. SoftBank can bring in partners for a portion of the investment. Nizar Al-Bassam and Dalinc Ariburnu of F.A.B. Partners, who arranged the transaction, will continue to advise SoftBank with respect to Fortress. The deal is subject to approval by Fortress shareholders, certain regulatory approvals and other customary closing conditions, and is expected to close in the second half of 2017. J.P. Morgan Securities LLC acted as financial advisor, Weil, Gotshal & Manges LLP and Kirkland & Ellis LLP provided legal counsel, and KPMG LLP acted as accounting and tax advisor to SoftBank. Morgan Stanley & Co. LLC acted as financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP provided legal counsel to Fortress. Paul, Weiss, Rifkind, Wharton & Garrison LLP provided legal counsel to the Fortress principals. Evercore acted as financial advisor, and Davis Polk & Wardwell LLP provided legal counsel to the Special Committee of Fortress’s Board of Directors. Photo: Masayoshi Son, Chairman and CEO of SoftBank.]]>

@VZTelematics $VZ to Acquire @Fleetmatics $FLTX for $2.4B

@VZTelematics $VZ to Acquire @Fleetmatics $FLTX for $2.4B

agreed to acquire the operating business and core internet assets of Yahoo! Inc. (NASDAQ: YHOO) for $4.83 billion. “Fleetmatics is a market leader in North America — and increasingly internationally — and they’ve developed a wide-range of compelling SaaS-based products and solutions for small- and medium-sized businesses,” said Andrés Irlando, CEO of Verizon Telematics. In June, Verizon Telematics also announced the acquisition of Telogis Inc., a global, cloud-based mobile enterprise management software company based in Aliso Viejo, Calif. That transaction closed on July 29. Verizon Telematics, a subsidiary of Verizon Communications, operates in more than 40 markets worldwide and offers comprehensive wireless, software and hardware solutions to consumers, enterprises, automakers and dealers to power connected-vehicle products around the world. “The powerful combination of products and services, software platforms, robust customer bases, domain expertise and experience, and talented and passionate teams among Fleetmatics, the recently-acquired Telogis, and Verizon Telematics will position the combined companies to become a leading provider of fleet and mobile workforce management solutions globally,” Irlando added. “Verizon and Fleetmatics share a vision that the SaaS-based fleet management solution market is extraordinarily large, lightly penetrated, global and fragmented which can best be attacked together with a world class product offering and the largest distribution channel in the industry,” said Jim Travers, chairman and CEO of Fleetmatics. “Fleetmatics brings over 37,000 customers, approximately 737,000 subscribers, a broad portfolio of industry leading products, and a team of 1,200 professionals focused on solving the critical challenges of businesses that deploy mobile workforces. We are excited to partner with Verizon in fulfilling the mission of becoming the largest mobile workforce management company in the world,” Travers added. With approximately 1,200 employees, Fleetmatics is headquartered in Dublin, Ireland, with North American headquarters in Waltham, Mass. The company’s Web-based solutions provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage, and other insights into their mobile workforce, helping them to reduce operating costs, as well as increase revenue. The acquisition is subject to customary regulatory approvals and closing conditions, including the approval of Fleetmatics’ shareholders and the sanction of the Irish scheme of arrangement by which Verizon will acquire Fleetmatics by the Irish High Court, and is expected to close in the fourth quarter of 2016. PJT Partners and Wells Fargo Securities, LLC are acting as financial advisors to Verizon. Cleary Gottlieb Steen & Hamilton LLP, A&L Goodbody and Macfarlanes LLP are acting as legal advisors to Verizon. Morgan Stanley is acting as financial advisor to Fleetmatics. Goodwin Procter LLP and Maples and Calder are acting as legal advisors to Fleetmatics. Verizon Communications Inc., headquartered in New York City, has a workforce of nearly 162,700 and generated nearly $132 billion in 2015 revenues. Verizon operates America’s largest wireless network, with 113.2 million retail connections nationwide. The company also provides communications and entertainment services over mobile broadband and the nation’s premiere all-fiber network, and delivers integrated business solutions to customers worldwide.]]>