Mitel and Aastra are to merge creating a billion dollar company with one of the largest global footprints in the industry, number one market share in Western Europe, a $100 million cloud business and a global installed customer base ready for upgrade as the $18 billion business communications market prepares to migrate to software-based cloud services.
The agreement, unanimously approved by the Boards of Directors of both companies, sees Mitel acquire all of the outstanding Aastra common shares for $6.52 in cash plus 3.6 Mitel common shares per each Aastra common share.
Using the Mitel closing common share price on November 8, 2013, and a CAD/USD exchange rate of 0.9531, this amounts to CAD$31.96 per Aastra common share, a total value on closing to Aastra shareholders of CAD$392M and represents a 20.9% premium to the 30-day volume weighted average price (VWAP) of Aastra common shares as of November 8, 2013.
The combined company will be headquartered in Ottawa, Canada, and will operate under the name Mitel while continuing to leverage Aastra's strong brand recognition in select European markets. The executive management team will continue to be led by current Mitel President and Chief Executive Officer, Richard McBee.
"The business communications market is ripe for consolidation and on the cusp of a mass migration to cloud-based services. We believe that small competitors with narrow focus and limited global reach will quickly be marginalised," said McBee. "Aastra's solid financial structure, complementary portfolios, geographic reach, and large installed-base immediately augment and expand Mitel's market footprint, enabling us to capitalise on a unique opportunity to leap-frog the competition and lead the market."
Reporting to McBee will be Chief Financial Officer, Steve Spooner, and Aastra's Co-CEOs, M Francis Shen, who will assume the position of Chief Strategy Officer, and Tony Shen, who will assume the position of Chief Operating Officer.
Mitel will increase the number of directors on its Board from eight to nine. Two existing members of the Mitel Board will step down and Aastra will have the right to appoint three new board nominees to fill the vacancies.
"Our two organisations are tightly aligned culturally and financially with little product, geographic or channel overlap," said Shen. "We are stronger together, and combined we will be a major global player. We are confident that this merger will create value for our shareholders, customers, partners and employees."
The combination of Mitel and Aastra will enable the companies to significantly expand their organisational scale and scope with a combined market presence of over 60 million end users in more than 100 countries and a global network of more than 2,500 channel partners, ideally positioning the new company to immediately capitalise on several key strategic growth opportunities.