Terms of the deal value shares of Reston, Va.-based TNS at $21, a premium of 44% over the company's Monday close. TNS has the right to solicit competing offers from third parties during a 30-day go-shop period, with Siris granted the right to match a superior proposal.
TNS, short for Transaction Network Services, is an international data communications company that specializes in point-of-sale transactions and exchange of other information. The company, founded in 1990 and in business in more than 60 countries, transmits credit and debit card transactions. Company officials in a statement said that the sale would provide a good return for shareholders and give TNS the capital it needs to expand the company and build its technology portfolio.
"Siris believes in the investments that we are making," TNS chief executive Henry H. Graham Jr. said in a statement. "Along with today's announcement, we will continue our product initiatives that can either help our customers cost-effectively navigate the complexities of network evolution or create new revenue opportunities, while providing the same level of exceptional customer service that we are known for."
This is TNS's second attempt in recent years to go private. Shareholders in 2006 rejected a $527 million offer from founders, management and Parthenon Capital LLC to buy all outstanding shares.
New York-based Siris said it has secured committed financing consisting of a combination of equity and debt. The equity financing will be provided by an investor group led by Siris, while the debt financing will be arranged by SunTrust Robinson Humphrey Inc. and Macquarie Capital (USA) Inc.
Greenhill & Co. LLC's Lawrence S. Chu, James Christian, Seun Oloruntimehin and Cornelius Sheridan are financial advisers to a special committee of TNS directors, with Gibson, Dunn & Crutcher LLP's Stephen Glover, Aaron Adams, Michael Collins, Benjamin Rippeon, Adam Di Vincenzo, Karyn Marsh, David Kennedy and John Millian providing legal counsel.
UBS Securities LLC and Macquarie Capital are financial advisers to Siris, with Simpson Thacher & Bartlett LLP's Daniel Clivner, Katharine Moir, Tristan Brown, Lori Lesser, Vijay Sekhon, Justin Yi, Denis Griffin, Judy Yan, Adam Shapiro, Michael Naughton, William Kearney, Daniel Foster, Jason Vollbracht, Jeanne Annarumma, Jennifer Wolff, Genevieve Dorment, Michael Isby, Timothy Mulvihill, Krista McManus and Steven DeLott acting as legal counsel.
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