Acquisition Represents A Significant Premium Over
Kaleyra's Last Closing Price
NEW YORK and MUMBAI,
India, June
28, 2023 /PRNewswire/ -- Tata Communications, a global
digital ecosystem enabler, today announces it has entered into a
definitive agreement through Tata Communications Limited to acquire
Kaleyra, Inc. (NYSE: KLR) to empower global enterprises to offer
personalised experiences to their customers. Kaleyra is a
global omnichannel integrated communication services provider with
a set of proprietary platforms, offering targeted personalisation
through messaging, video, push notifications, e-mail and
voice-based services, and chatbots.
With this transaction, Tata Communications will gain an
industry-proven platform with strong capabilities and scale.
Kaleyra brings a stronghold in the business communications market
in banking and financial services, retail and digital commerce
industries across global markets, in addition to a strong team with
expertise in technology, engineering and research &
development. Tata Communications will also benefit from Tier 1
carrier connections in the US, ready connectors to third party
platforms, and video services without the need for additional
software plugins.
The resulting business will leverage Tata Communications large
base of enterprise customers worldwide including 300 of the Fortune
500 companies, extensive mobile network operator (MNO) connections
and global expansion opportunities. It will benefit from the global
digital ecosystem enabler that powers today's fast-growing digital
economy in more than 190 countries and territories.
Under the terms of the agreement, Tata Communications has agreed
to acquire Kaleyra, Inc. in a cash only transaction, at a price per
share of USD 7.25 for a total
consideration to Kaleyra shareholders of approximately USD 100 million and the assumption of all
outstanding debt. This transaction has been unanimously approved by
the Boards of Directors of both Tata Communications and Kaleyra.
Consummation of the deal is subject to approval by Kaleyra's
stockholders, certain regulatory approvals and other customary
closing conditions. Upon closing of the transaction, expected in
six to nine months, Kaleyra Inc. will become a subsidiary of Tata
Communications Limited. For the full year ended
31st December 2022,
Kaleyra reported revenue of USD 339.2
million (USD 353.3 million in
constant currency), an increase of 26.7% compared to the full year
2021 (32.0% increase in constant currency).
"With this investment in Kaleyra, we will accelerate our push
into the customer interactions platform market and fortify our
global CommTech position," said A.S. Lakshminarayanan, MD and
CEO, Tata Communications. "We
are excited about Kaleyra's remarkable talent and their
demonstrated capabilities in next-gen technologies. With this
acquisition, we will further build intelligent, intuitive and
innovative multi-channel communication solutions to unlock new
growth opportunities for our customers."
Commenting on the acquisition, Mysore Madhusudhan, Executive
Vice President, Collaboration and Connected Solutions, Tata
Communications added, "As we further our position in the
industry 4.0 world, we are committed to offering heightened
targeted communications solutions for enterprises and their
customers. We are confident our combined forces with Kaleyra will
forge the path for the next wave of intelligence in enterprise
communications globally."
Dario Calogero, Founder and
the CEO of Kaleyra said, "When we launched Kaleyra 24 years ago
with my co-founder Simone Fubini, I
could hardly envision that our voyage would take us from a small
Italian startup, to global expansion, a publicly listed NYSE
company, and now working together with a great technology leader
like Tata Communications. This is a great day for Kaleyra and our
shareholders, and our employees worldwide."
Dr. Avi Katz, the Chairman of
the Board of Directors of Kaleyra, commented, "I am very
pleased with today's outcome, fruits of the dedicated and
professional work of the Kaleyra team. It's been a privilege
to be part of the Kaleyra team since the onset of their public
listing journey in late 2019, and through the follow up significant
funding of the company and its meaningful strategic extensions
through GigCapital. This transaction represents a significant
premium to the last closing share price and delivers significant
value creation to all Kaleyra stakeholders. We are excited about
the next chapter of the Kaleyra journey, being an essential part of
the Tata Communications enterprise."
Advisors
Lazard Frères & Co. LLC is serving as Tata Communications'
financial advisor and Goodwin Procter LLP is serving as Tata
Communications' legal counsel. Willkie
Farr & Gallagher LLP is serving as Kaleyra's legal
counsel.
About Kaleyra
Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) is a global
group providing mobile communication services to financial
institutions, e-commerce players, OTTs, software companies,
logistic enablers, healthcare providers, retailers, and other large
organizations worldwide. Through its proprietary platform and
robust APIs, Kaleyra manages multi-channel integrated communication
services, consisting of messaging, rich messaging and instant
messaging, video, push notifications, e-mail, voice services, and
chatbots.
Kaleyra's technology makes it possible to safely and securely
manage billions of messages monthly with over 1600 operator
connections in 190+ countries, including all tier-1 US carrier.
About Tata Communications
A part of the Tata Group, Tata Communications (NSE:
TATACOMM; BSE: 500483) is a global digital ecosystem
enabler powering today's fast-growing digital economy in more
than 190 countries and territories. Leading with trust, it
enables digital transformation of enterprises globally with
collaboration and connected solutions, core and next gen
connectivity, cloud hosting and security solutions and media
services. 300 of the Fortune 500 companies are its customers
and the company connects businesses to 80% of the world's
cloud giants. For more information, please visit
www.tatacommunications.com
https://twitter.com/tata_comm
https://www.linkedin.com/company/tata-communication
https://www.instagram.com/tata_comm/
https://www.youtube.com/user/tatacomms
Kaleyra's Statutory Information
Additional Information and Where to Find It
This press release contains forward-looking statements within
the meaning of U.S. federal securities laws. Such forward-looking
statements include, but are not limited to, its omnichannel and
other product and global customer developments, its expectations,
beliefs, intentions, plans, prospects or strategies regarding the
business plans of Kaleyra, Inc.'s ("Kaleyra") management team. Any
statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. In addition,
any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intends," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. The
forward-looking statements contained in this press release are
based on certain assumptions and analyses made by Kaleyra in light
of its experience and perception of historical trends, current
conditions and expected future developments and their potential
effects on Kaleyra as well as other factors they believe are
appropriate in the circumstances. There can be no assurance that
future developments affecting Kaleyra will be those anticipated.
These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond the control of the parties)
or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements, including Kaleyra's ability to regain
compliance with the NYSE Listing Company Manual, the mix of
services utilized by Kaleyra's customers and such customers' needs
for these services, including any variability by geography, market
acceptance of new service offerings, the ability of Kaleyra to
expand what it does for existing customers as well as to add new
customers, that Kaleyra will have sufficient capital to operate as
anticipated, and the impact that geopolitical and macroeconomic
factors such as the war in Ukraine, may have on Kaleyra's operations, the
demand for Kaleyra's products, global supply chains and economic
activity in general. Additional risk factors that that may cause
such a difference include, but are not limited to: (i) the ability
of the parties to consummate the proposed transaction in a timely
manner or at all; (ii) the satisfaction (or waiver) of closing
conditions to the consummation of the proposed transaction; (iii)
potential delays in consummation the proposed transaction; (iv) the
ability of Kaleyra and Tata Communications to timely and
successfully achieve the anticipated benefits of the proposed
transaction; (v) the occurrence of any event, change or other
circumstance or condition that could give rise to the termination
of the merger agreement; (vi) significant transaction costs
associated with the proposed transaction; (vii) potential
litigation relating to the proposed transaction; (viii) the risk
that disruptions from the proposed transaction will harm Kaleyra's
business, including current plans and operations; (ix) the ability
of Kaleyra to retain and hire key personnel; (x) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (xi)
legislative, regulatory and economic developments affecting
Kaleyra's business; (xii) general economic and market developments
and conditions; (xiii) the evolving legal, regulatory and tax
regimes under which Kaleyra operates; and (xiv) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the merger that could affect Kaleyra's
financial performance. Therefore, you should not place undue
reliance on any such statements and caution must be exercised in
relying on forward-looking statements. Should one or more of these
risks or uncertainties materialize or should any of the assumptions
being made prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities
laws.
Forward-Looking Statements
Kaleyra plans to file a proxy statement (the "Transaction Proxy
Statement") with the Securities and Exchange Commission (the "SEC")
in connection with the solicitation of proxies to approve the
pending acquisition of Kaleyra (the "Transaction"), the definitive
version of which will be sent or provided to Kaleyra stockholders.
STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE
TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND DOCUMENTS INCORPORATED BY REFERENCE
THEREIN) AND ANY OTHER RELEVANT DOCUMENTS THAT KALEYRA HAS FILED OR
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Stockholders may obtain, free of charge, the preliminary and
definitive versions of the Transaction Proxy Statement (when
available), any amendments or supplements thereto, and any other
relevant documents filed by or which will be filed by Kaleyra with
the SEC in connection with the Transaction at the SEC's website
(http://www.sec.gov). Copies of Kaleyra's definitive Transaction
Proxy Statement, any amendments or supplements thereto, and any
other relevant documents filed by Kaleyra with the SEC in
connection with the Transaction will also be available, free of
charge, at Kaleyra's investor relations website
(investors.kaleyra.com) or by or by contacting Kaleyra Investor
Relations at KLR@mzgroup.us.
Participants in the Solicitation
Kaleyra, its directors and certain executive officers may be
deemed to be participants in the solicitation of proxies from
stockholders in connection with the Transaction. Information
relating to the foregoing can also be found in Kaleyra's definitive
proxy statement for its 2022 Annual Meeting of Stockholders (the
"2022 Proxy Statement"), which was filed with the SEC
on November 22, 2022, and will be included in the Transaction
Proxy Statement. Additional information regarding such
participants, including their direct or indirect interests, which
may be different from those of Kaleyra's stockholders generally,
will be included in the Transaction Proxy Statement and other
relevant documents filed or to be filed with the SEC in connection
with the Transaction. You may obtain free copies of these documents
using the sources indicated above.
Tata Communications Statutory Information
Forward-looking and cautionary statements
Certain words and statements in this release concerning Tata
Communications and its prospects, and other statements, including
those relating to Tata Communications' expected financial position,
business strategy, the future development of Tata Communications'
operations, and the general economy in India, are forward-looking statements. Such
statements involve known and unknown risks, uncertainties and other
factors, including financial, regulatory and environmental, as well
as those relating to industry growth and trend projections, which
may cause actual results, performance or achievements of Tata
Communications, or industry results, to differ materially from
those expressed or implied by such forward-looking statements. The
important factors that could cause actual results, performance or
achievements to differ materially from such forward-looking
statements include, among others, failure to increase the volume of
traffic on Tata Communications' network; failure to develop new
products and services that meet customer demands and generate
acceptable margins; failure to successfully complete commercial
testing of new technology and information systems to support new
products and services, including voice transmission services;
failure to stabilize or reduce the rate of price compression on
certain of the company's communications services; failure to
integrate strategic acquisitions and changes in government policies
or regulations of India and, in
particular, changes relating to the administration of Tata
Communications' industry; and, in general, the economic, business
and credit conditions in India.
Additional factors that could cause actual results, performance or
achievements to differ materially from such forward-looking
statements, many of which are not in Tata Communications' control,
include, but are not limited to, those risk factors discussed in
Tata Communications Limited's Annual Reports.
The Annual Reports of Tata Communications Limited are available
at www.tatacommunications.com. Tata Communications is under no
obligation to, and expressly disclaims any obligation to, update or
alter its forward-looking statements.
© 2023 Tata Communications Ltd. All rights reserved.
TATA COMMUNICATIONS and TATA are trademarks or registered
trademarks of Tata Sons Private Limited in India and certain countries.
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