DIRECTV to Purchase Installation Fulfillment Services Company 180 Connect Inc. to Gain Control of a Significant Portion of the D
2008年4月18日 - 7:07PM
PRニュース・ワイアー (英語)
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 TORONTO and ENGLEWOOD, CO, April 18
/PRNewswire-FirstCall/ -- 180 Connect Inc. ("180 Connect" or the
"Company") (OTCBB: CNCT.OB, CNCTU.OB, CNCTW.OB), 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 http://www.180connect.net/. About 180 Connect Inc. 180
Connect Inc. is one of North America's largest providers of
installation, integration and fulfillment services to the home
entertainment, communications and home integration service
industries. With more than 4,000 skilled technicians and 750
support personnel based in over 85 operating locations, 180 Connect
is well positioned as the only pure play national residential
service provider in the market. 180 Connect shares are traded under
the name of 180 Connect Inc. on the OTCBB under the symbols
CNCT.OB, CNCTU.OB and CNCTW.OB. For more information about 180
Connect Inc, please visit http://www.180connect.net/. About
DIRECTV, Inc. DIRECTV, Inc. (NASDAQ:DTV), the nation's leading
satellite television service provider, presents the finest
television experience available to more than 16.8 million customers
in the United States and is leading the HD revolution with 95
national HD channels - more quality HD channels than any other
television provider. Each day, DIRECTV subscribers enjoy access to
over 265 channels of 100% digital picture and sound, exclusive
programming, industry-leading customer satisfaction (which has
surpassed cable for seven years running) and superior technologies
that include advanced DVR and HD-DVR services and the most
state-of-the-art interactive sports packages available anywhere.
For the most up-to-date information on DIRECTV, please visit
http://www.directv.com/. About UniTek USA, LLC UniTek USA, LLC, is
a premier provider of engineering construction management and
installation fulfillment services to companies specializing in the
telecommunications, broadband cable, cellular and satellite
industries. UniTek has created a scalable operating platform,
enabling each UniTek subsidiary to deliver quality services to its
Fortune 100 customers. UniTek USA, LLC, based in Blue Bell, PA
utilizes a diverse workforce of over 3500 technicians deployed
throughout the United States. For more information about UniTek,
please visit http://www.unitekusa.net/. Important Additional
Information will be Filed with the SEC In connection with the
proposed merger, 180 Connect will file a proxy statement with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND
THE PARTIES THERETO. Investors and security holders may obtain a
free copy of the proxy statement (when available) and other
documents filed by 180 Connect at the Securities and Exchange
Commission's Web site at http://www.sec.gov/. The proxy statement
and such other documents may also be obtained for free from 180
Connect by directing such request to 180 Connect Inc., 6501 E.
Belleview Avenue Englewood, Colorado 80111, Attention: Chief
Financial Officer. Participants in the Solicitation 180 Connect and
its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with
the proposed merger. Information concerning the interests of 180
Connect's participants in the solicitation, which may be different
than those of 180 Connect stockholders generally, is set forth in
180 Connect's proxy statements and Annual Reports on Form 10-K,
previously filed with the Securities and Exchange Commission, and
in the proxy statement relating to the merger when it becomes
available. Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on
current 180 Connect management expectations. Those forward-looking
statements include all statements other than those made solely with
respect to historical fact. Numerous risks, uncertainties and other
factors may cause actual results to differ materially from those
expressed in any forward-looking statements. The following factors,
among others, including those contained in 180 Connect's filings
with the SEC, including its Annual Report on Form 10-K for its most
recent fiscal year, especially in the Management's Discussion and
Analysis section and its Current Reports on Form 8-K, could also
cause actual results to differ materially from those described in
the forward-looking statements: the occurrence of any event, change
or other circumstances that could give rise to the termination of
the merger agreement; the outcome of any legal proceedings that may
be instituted against 180 Connect and others following announcement
of the merger agreement; the inability to complete the merger due
to the failure to obtain stockholder approval or the failure to
satisfy other conditions to completion of the merger; risks that
the proposed transaction disrupts current plans and operations and
the potential difficulties in employee retention as a result of the
merger; the ability to recognize the benefits of the merger; and,
the amount of the costs, fees, expenses and charges related to the
merger. Many of the factors that will determine the outcome of the
subject matter of this press release are beyond 180 Connect's
ability to control or predict. 180 Connect undertakes no obligation
to revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new
information, future events or otherwise. DATASOURCE: 180 Connect
Inc. CONTACT: please contact the following or visit 180 Connect's
website at http://www.180connect.net/.; Claudia A. Di Maio, 180
Connect Inc., TEL: (866) 995-8888, DIRECT LINE: (416) 930-7710,
EMAIL: ; Devlin Lander, Integrated Corporate Relations, TEL.: (415)
292-6855
Copyright