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8-K - FORM 8-K - Spok Holdings, Inc | w81853e8vk.htm |
EX-2.1 - EX-2.1 - Spok Holdings, Inc | w81853exv2w1.htm |
EX-10.1 - EX-10.1 - Spok Holdings, Inc | w81853exv10w1.htm |
Exhibit 99.1
News Release
For Immediate Release
|
Contact: | Bob Lougee (800) 611-8488 | ||
Thursday, March 3, 2011
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bob.lougee@usamobility.com |
USA Mobility Announces Acquisition of Amcom Software;
Enhances Focus in Software Solutions and Messaging
Enhances Focus in Software Solutions and Messaging
Accretive Transaction Creates Long-Term Benefits in Core Market Segments
Springfield, VA (March 3, 2011) USA Mobility, Inc. (Nasdaq: USMO), a leading provider of
wireless messaging and communications services, today announced the acquisition of Amcom Software,
Inc. for $163.3 million in cash, creating a company in the forefront of mission critical unified
communications. The acquisition was funded by $110.8 million of cash on hand and $52.5 million
through a credit facility provided by Wells Fargo Capital Finance, LLC.
Vincent D. Kelly, USA Mobility president and chief executive officer, said, This acquisition is
about combining two leaders in mission critical communications. USA Mobilitys three primary core
market segments of Healthcare, Government and Large Enterprise are exactly aligned with Amcoms
customer segment focus. USA Mobility is the undisputed leader in paging and wireless messaging
the foundation of mission critical communications today. Increasingly, however, mission critical
communication is evolving. Pagers were once the lone device for urgent communications in
healthcare, government, and public safety. But todays leading organizations communicate with an
ever-increasing diverse array of methods and devices. Amcom Software is a recognized leader in
delivering software solutions, which enable seamless, critical communications. Amcoms unified
communications suite connects people across a universe of devices that is constantly expanding.
Kelly added: This powerful combination creates one company at the forefront of mission critical
unified communications, providing end-to-end solutions today and tomorrow so the right people get
the right information on the right device at the right time.
Benefits associated with this acquisition include:
| Acquisition of a growing business that aligns well with USA Mobilitys market segment focus. | ||
| Immediate accretion to operating cash flow for USA Mobility shareholders. For calendar year 2010, Amcoms stand-alone unaudited revenues were approximately $51 million, an increase of approximately 19 percent from 2009 levels, while its stand-alone EBITDA (earnings before interest, taxes, depreciation, amortization and accretion) was approximately $12 million, up approximately 54 percent from 2009. We expect continued growth in revenue and EBITDA from Amcom. | ||
| Comparable operating margins to those of USA Mobility, while materially enhancing USA Mobilitys revenue growth profile. | ||
| Use of our significant tax assets to increase operating cash flow as compared to a stand-alone basis. | ||
| Complementary products and services with a market segment focus around the Healthcare, Government and Large Enterprise business segments, allowing compelling cross-selling opportunities. | ||
| International market potential with existing software installations and contracts. | ||
| System solution enhancements and a broader/deeper portfolio of customer software solutions. | ||
| Strong and growing installed customer base with very high maintenance renewal rates providing strong revenue transparency. | ||
| Mitigation of erosion in USA Mobilitys installed paging base and establishment of a strong foundation for long-term growth. | ||
| Addition of a strong, disciplined and experienced management team and employee base. |
Commenting further on the structure of USA Mobility post merger, Kelly said, USA Mobility, Inc. is
our parent company. USA Mobility Wireless, Inc. will remain our paging and wireless messaging
subsidiary. Amcom Software, Inc. will operate as our software subsidiary. Both companies will
continue to function with their existing management structures. Chris Heim, Amcoms former chief
executive officer, will continue to serve as the president of Amcom Software, Inc. and Dan
Mayleben, Amcoms former chief financial officer, will serve in the capacity of chief operating
officer of Amcom Software, Inc. We are excited to have Chris, Dan and the entire Amcom team as
part of our organization going forward.
Heim stated, This is a great fit. We bring a combined 40-plus years of experience in software
solutions that help our customers run critical communications reliably, efficiently and accurately.
Both Amcom and USA Mobility share the same mission. Together, we serve a tremendous need for our
joint customers.
Commenting on the combined Companys 2011 financial profile, Kelly said: Assuming the acquisition
had occurred as of January 1, 2011, proforma revenue for the combined company would be in a range
of $239 million to $255 million, operating expenses (excluding depreciation, amortization and
accretion) would be in a range of $175 million to $183 million, and capital expenses would be in a
range of $6 million to $9 million. This proforma financial profile is subject to revision to
reflect purchase accounting adjustments and the allocation of revenues, operating expenses and
capital expenses to the pre- and post-acquisition periods. Once these adjustments have been
finalized, the combined financial profile for 2011 will be updated to reflect these changes.
USA Mobility will continue to pay a quarterly recurring dividend subject to the customary quarterly
review by the Companys Board of Directors. USA Mobility remains conservatively capitalized at a
leverage ratio well below 1x EBITDA, on a proforma basis. The Company plans to repay debt related
to the acquisition over the next two years while maintaining its long-standing policy of returning
capital to shareholders. To accelerate the repayment of debt, the Company intends to temporarily
suspend its share repurchase program and will subsequently review this program by year-end 2011.
USA Mobility will file customary information on the transaction with the Securities and Exchange
Commission. USA Mobility was advised by Credit Suisse Securities (USA) LLC, Moelis & Company LLC
and Latham & Watkins LLP.
* * * * * * * * *
USA Mobility plans to host a conference call for investors to discuss this acquisition at 10:00
a.m. Eastern Time on Friday, March 4, 2011. Dial-in numbers for the call are 913-312-1521 or
888-220-8448. The pass code for the call is 1517859. A replay of the call will be available from
3:00 p.m. ET on March 4 until 11:59 p.m. on Friday, March 18. Replay numbers are 719-457-0820 or
888-203-1112. The pass code for the replay is 1517859.
* * * * * * * * *
About USA Mobility
USA Mobility, Inc., headquartered in Springfield, Virginia, is a comprehensive provider of reliable
and affordable wireless communications solutions to the healthcare, government, large enterprise
and emergency response sectors. As a single-source provider,
USA Mobilitys focus is on the
business-to-business
marketplace and supplying wireless connectivity solutions to organizations
nationwide. The Company operates the largest one-way paging and advanced two-way paging networks
in the United States. In addition, through its Amcom Software subsidiary, it provides mission
critical unified communications solutions for contact centers, emergency management, mobile event
notification and messaging. USA Mobility also offers mobile voice and data services through Sprint
Nextel and T-Mobile, including BlackBerry® smartphones and GPS location applications. The
Companys product offerings include customized wireless connectivity systems for the healthcare,
government and other campus environments. USA Mobility also offers M2M (machine-to-machine)
telemetry solutions for numerous applications that include asset tracking, utility meter reading
and other remote device monitoring applications on a national scale. For further information visit
www.usamobility.com and www.amcomsoftware.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act: Statements
contained herein or in prior press releases which are not historical fact, such as statements
regarding USA Mobilitys future operating and financial performance, are forward-looking statements
for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of
1995. These forward-looking statements involve risks and uncertainties that may cause USA
Mobilitys actual results to be materially different from the future results expressed or implied
by such forward-looking statements. Factors that could cause actual results to differ materially
from those expectations include, but are not limited to, declining demand for paging products and
services, the ability to continue to reduce operating expenses, future capital needs, competitive
pricing pressures, competition from both traditional paging services and other wireless
communications services, government regulation, reliance upon third-party providers for certain
equipment and services, as well as other risks described from time to time in periodic reports and
registration statements filed with the Securities and Exchange Commission. Although USA Mobility
believes the expectations reflected in the forward-looking statements are based on reasonable
assumptions, it can give no assurance that its expectations will be attained. USA Mobility
disclaims any intent or obligation to update any forward-looking statements.
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