Straight Path Communications Inc. (NYSE MKT: STRP) has chosen to be acquired by Verizon Communications Inc. (“Verizon”) (NASDAQ: VZ) for USD 184.00 per share (reflecting an enterprise value of approximately USD 3.1bn) in an all-stock transaction that is intended to qualify as a tax-free reorganization, the company said.
Concurrently, Verizon will pay on behalf of Straight Path a termination fee of USD 38m to AT&T (NYSE: T). The transaction has been approved by the boards of directors of both Straight Path and Verizon.
Straight Path also announced that it will terminate the previously announced definitive agreement and plan of merger with AT&T Inc. and Switchback Merger Sub Inc., dated as of April 9, 2017.
As previously announced, the Straight Path board of directors determined, in good faith, after consultation with its financial advisors and outside legal advisors, that the transaction with Verizon constituted a superior proposal under the AT&T merger agreement. AT&T informed Straight Path that after much deliberation, it has determined not to make any new bids or proposals to Straight Path or to propose any amendments to the AT&T Merger Agreement.
The acquisition of Straight Path for USD 184.00 per share in Verizon stock, implies a premium of 486% to the closing price of Straight Path common stock of USD 31.41 on January 11, 2017, the day before Straight Path announced its FCC settlement and strategic alternatives process, and 404% premium to the closing stock price of USD 36.48 on April 7, 2017, the business day prior to entry into the AT&T Merger Agreement.
Stock consideration received by Straight Path stockholders will be based on a variable number of Verizon common stock issued at transaction close to ensure fixed consideration of USD 184.00 per share.
The companies anticipate a closing within nine months, subject to FCC review.
The transaction is supported by Straight Path´s majority shareholder, Howard Jonas, who has entered into a voting agreement with Verizon and agreed to vote his Class A shares (held through a trust) in support of the transaction, subject to certain limitations.
Evercore served as exclusive financial advisor to Straight Path and Weil, Gotshal & Manges LLP served as company counsel on this transaction. Debevoise & Plimpton LLP served as counsel to Verizon on this transaction.
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.