Straight Path Communications Inc. (NYSE MKT:STRP) board of directors has determined that a revised offer from a multi-national telecommunications company (the “Bidder”) to acquire 100% of the issued and outstanding shares of Straight Path for USD 135.96 per share (reflecting an enterprise value of approximately USD 2.3bn), which will be paid in Bidder stock in an all-stock transaction, constitutes a “Superior Proposal” as defined in Straight Path´s definitive agreement and plan of merger with AT&T Inc. (“AT&T”) (NYSE:T) and Switchback Merger Sub Inc., the company said.
The Bidder previously submitted an unsolicited offer on April 24, 2017 to acquire 100% of the issued and outstanding shares of Straight Path for USD 104.64 per share (reflecting an enterprise value of USD 1.8bn), which has been superseded by the revised offer.
Under the terms of the AT&T Merger Agreement, AT&T agreed to acquire Straight Path in an all-stock transaction in which Straight Path stockholders would receive USD 95.63 per share (reflecting an enterprise value of USD 1.6bn), which would be paid using AT&T stock.
Under the AT&T Merger Agreement, Straight Path is required to pay a USD 38m termination fee to AT&T if the Straight Path board terminates the AT&T Merger Agreement in order to enter into an agreement with the Bidder.
The Bidder has agreed to pay the termination fee to AT&T on Straight Path´s behalf in such event. Straight Path would be required to repay the Bidder for the AT&T termination fee under certain circumstances in connection with a termination of the Bidder´s merger agreement.
Straight Path holds an extensive portfolio of 39 GHz and 28 GHz wireless spectrum licenses. Straight Path is developing next generation wireless technology through its Straight Path Ventures subsidiary. Straight Path holds licenses and conducts other business related to certain patents through its Straight Path IP Group subsidiary.