180 Connect (stock symbol: [t]CNCT[/t]) is being acquired by DIRECTV. The company went public and raised $54 million as Ad.Venture Partners, Inc. in August 2005. Ad.Venture acquired 180 Connect in August 2007. This is the first acquisition of a former SPAC.
DIRECTV to Purchase Installation Fulfillment Services Company 180 Connect Inc. to Gain Control of a Significant Portion of the DIRECTV Installation Network
Friday April 18, 5:07 am ET
In a Separate Transaction, UniTek USA will Acquire 100% of 180 Connect's Cable Assets and Certain DIRECTV Installation Markets In Exchange for UniTek's Satellite Installation Services in Three Markets and Cash
180 Connect and UniTek Deals to Close in Third Quarter 2008
Stock Symbols: OTCBB: CNCT.OB, CNCTU.OB, CNCTW.OB
TORONTO and ENGLEWOOD, CO, April 18 /PRNewswire-FirstCall/ - 180 Connect Inc. ("180 Connect" or the "Company") (OTCBB: CNCT.OB - News, CNCTU.OB - News, CNCTW.OB - News), one of North America's largest providers of installation, integration and fulfillment services to the home entertainment, communication, and home integration service industries has signed a definitive merger agreement with DIRECTV, Inc. ("DIRECTV"), the nation's leading satellite television service. Under the terms of the agreement, DIRECTV will acquire 100% of 180 Connect's outstanding common stock and exchangeable shares for $1.80 per share. Including the assumption of the Company's debt outstanding the implied enterprise value of the transaction is approximately $105 million. The transaction will provide DIRECTV with control over a significant portion of its installation and home service network and is expected to close third quarter 2008.
Based upon the unanimous recommendation of a special committee of the board comprised entirely of independent directors, the board of directors of 180 Connect has unanimously approved the merger agreement and has resolved to recommend that 180 Connect stockholders adopt the merger agreement and approve the acquisition. The Board of Directors of 180 Connect has received a fairness opinion from its financial advisor, William Blair & Company, L.L.C.
In a separate transaction, immediately following the acquisition of 180 Connect, UniTek USA, LLC ("UniTek") has agreed to acquire 100% of 180 Connect's cable services operating unit and certain DIRECTV installation services from DIRECTV, in exchange for UniTek's satellite installation services in New York, Burbank, California and Bloomington, California and cash.
By acquiring 180 Connect, DIRECTV will gain control of one of its largest installation and home service providers in 45 U.S. market locations, throughout California, Colorado, Oregon, Washington, Utah, Montana, Idaho, Wyoming, Arkansas, Virginia, Hawaii and Western Pennsylvania. Prior to the acquisition, DIRECTV had outsourced all its installation service operations through 13 home service provider companies.
"DIRECTV has been a valued partner in helping us grow our business over the years and they were instrumental in working with us to develop our industry leading customer service platform," stated Peter Giacalone, President and Chief Executive Officer of 180 Connect. "Over the years, 180 Connect has experienced significant growth and while the Company believes it has been successful in achieving many of its goals and positioning itself to become a dominant sector player, these efforts are not, in our opinion, being appropriately valued by the public markets. After carefully evaluating alternative strategies, we concluded that in the current and foreseeable market conditions, the sale of the Company represents a compelling opportunity to realize value for the shareholders of 180 Connect. We are very pleased to have found the right buyer for the Company and are confident that industry leading DIRECTV will take this business to the next level."
Under the terms of the merger agreement, the board of directors of 180 Connect, through its special committee and with the assistance of its independent advisors, intends to solicit superior proposals during the next 30 days. 180 Connect does not intend to disclose developments with respect to the solicitation process unless and until the special committee of the board has made a recommendation and the board of directors has made a decision with respect to any superior proposals.
Conference Call Information
180 Connect will host a conference call to discuss the transaction. The call will begin at 8:00 a.m. EST, Friday, April 18, 2008. The dial-in numbers for the call are international dial 617.213.8897 and toll free at 866.543.6405, participant pass code is 15490136. A taped rebroadcast of the teleconference will be available upon completion of the call on April 18, 2008 at 10:00 a.m. EST to April 25, 2008 until 11:59 p.m. EST. The replay dial-in numbers are international dial 617.801.6888 and toll free at 888.286.8010, participant pass code is 84330834. The webcast will be archived on 180 Connect's website at www.180connect.net.
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