GLEN ALLEN, Va.--(BUSINESS WIRE)--May 8, 2017--
Straight Path Communications Inc. (“Straight Path”) (NYSE MKT:STRP)
announced today that the Straight Path Board of Directors (the “Straight
Path Board”) determined that a revised offer from a multi-national
telecommunications company (the “Bidder”) to acquire 100% of the issued
and outstanding shares of Straight Path for $184.00 per share
(reflecting an enterprise value of approximately $3.1 billion), which
will be paid in Bidder stock in an all-stock transaction constitutes a
“Superior Proposal” as defined in Straight Path’s previously announced
definitive agreement and plan of merger with AT&T Inc. (“AT&T”) (NYSE:
T) and Switchback Merger Sub Inc., dated as of April 9, 2017 (the “AT&T
Merger Agreement”). The Bidder previously submitted an unsolicited offer
on May 1, 2017 to acquire 100% of the issued and outstanding shares of
Straight Path for $135.96 per share (reflecting an enterprise value of
$2.3 billion), which has been superseded by the revised offer announced
Under the terms of the AT&T Merger Agreement, AT&T agreed to acquire
Straight Path in an all-stock transaction in which Straight Path
stockholders would receive $95.63 per share (reflecting an enterprise
value of $1.6 billion), which would be paid using AT&T stock.
Straight Path has notified AT&T of the Straight Path Board’s
determination and, pursuant to the AT&T Merger Agreement, AT&T has the
option for the next three (3) business days (the “Negotiation Period”)
to negotiate a possible amendment of that agreement to match or exceed
the Bidder’s offer. Straight Path is required, and intends to, negotiate
in good faith with AT&T during the Negotiation Period. Straight Path is
not permitted to enter into the Bidder’s merger agreement or to change
its recommendation in favor of the AT&T transaction unless, at the end
of the Negotiation Period, the Straight Path Board determines that the
Bidder’s offer continues to constitute a “Superior Proposal” and
satisfies certain other requirements under the AT&T Merger Agreement.
The Bidder has stated that its offer will remain outstanding until 11:59
p.m.New York City time on May 10, 2017.
Under the AT&T Merger Agreement, Straight Path is required to pay a $38
million termination fee to AT&T if the Straight Path Board terminates
the AT&T Merger Agreement in order to enter into an agreement with the
Bidder. The Bidder has agreed to pay the termination fee to AT&T on
Straight Path’s behalf in such event. Straight Path would be required to
repay the Bidder for the AT&T termination fee under certain
circumstances in connection with a termination of the Bidder’s merger
At this time, Straight Path remains subject to the AT&T Merger Agreement
and the Straight Path Board has not changed its recommendation in
support of the AT&T transaction, the existing AT&T Merger Agreement, or
its recommendation that Straight Path’s stockholders adopt the AT&T
Merger Agreement. There can be no assurances that a transaction with the
Bidder will result from the Bidder’s offer, or that any other
transaction will be consummated. There can be no assurance that AT&T
will seek to negotiate with Straight Path or will make a revised offer.
About Straight Path Communications Inc.
Straight Path (NYSE
MKT: STRP) holds an extensive portfolio of 39 GHz and 28 GHz wireless
spectrum licenses. Straight Path is developing next generation wireless
technology through its Straight Path Ventures subsidiary. Straight Path
holds licenses and conducts other business related to certain patents
through its Straight Path IP Group subsidiary. Additional information is
available on Straight Path's websites.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Straight Path plans to file with the SEC and mail to its stockholders
a Proxy Statement/Prospectus in connection with the proposed
transaction. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT
INFORMATION ABOUT AT&T, STRAIGHT PATH, THE PROPOSED TRANSACTION AND
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE.
and security holders will be able to obtain free copies of the Proxy
Statement/Prospectus and the other documents filed with the SEC by
Straight Path through the web site maintained by the SEC at
In addition, investors and security holders will be able to obtain
free copies of the Proxy Statement/Prospectus by phone, e-mail or
written request by contacting the investor relations department of
Straight Path at the following:
Straight Path Communications Inc.
5300 Hickory Park Dr., Suite 218
Glen Allen, VA 23059
Attention: Investor Relations
PARTICIPANTS IN THE SOLICITATION
Straight Path and its directors and executive officers may be deemed
to be participants in the solicitation of proxies in respect of the
proposed transactions contemplated by the AT&T Merger Agreement.
regarding Straight Path’s directors and executive officers is contained
in Straight Path’s Form 10-K for the year ended July 31, 2016 and its
proxy statement dated November 22, 2016, which are filed with the SEC.
A more complete description will be available in the Proxy
In this press release, all statements that are not purely about
historical facts, including, but not limited to, those in which we use
the words "believe," "anticipate," "expect," "plan," "intend,"
"estimate, "target" and similar expressions, are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. While these forward-looking statements represent our
current judgment of what may happen in the future, actual results may
differ materially from the results expressed or implied by these
statements due to numerous important factors, including, but not limited
to, those described in our Annual Report on Form 10-K for the fiscal
year ended July 31, 2016 and our other periodic filings with the SEC
(under the headings "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations"). We are
under no obligation, and expressly disclaim any obligation, to update
the forward-looking statements in this press release, whether as a
result of new information, future events or otherwise.
No Offer or Solicitation
This document does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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Source: Straight Path Communications Inc.
Yonatan Cantor, 804-433-1523