Inteliquent (IQNT) Acquired by GTCR for $23/Share

November 2, 2016 4:32 PM EDT

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Inteliquent, Inc. (NASDAQ: IQNT) entered into a definitive agreement to be acquired by an affiliate of GTCR LLC, a leading private equity firm, and merged with a subsidiary of Onvoy, LLC a fast-growing leader in Communications Enablement services. Under the terms of the agreement, Inteliquent stockholders of record will receive $23.00 in cash per share of common stock, which represents a 37% premium to Inteliquent’s closing stock price on November 1, 2016. The value of the transaction is approximately $800 million.

“Over the past several quarters, Inteliquent has been transforming its business to become a leader in the next-generation communications services market,” said Matt Carter, Inteliquent’s Chief Executive Officer. “The acquisition of Inteliquent by GTCR and Onvoy validates our Growth Forward strategy. We believe this transaction will deliver immediate, significant and certain cash value to our stockholders while creating a market leading provider.”

“We are excited to partner with the Inteliquent and Onvoy management teams to create a leading provider of communications enablement solutions,” added GTCR Managing Director Lawrence Fey. “The combination of Inteliquent and Onvoy is transformational and creates an entity that is well positioned to provide robust next-generation solutions to the communications enablement market.”

“Inteliquent’s commitment to the core switching infrastructure has earned the trust of the nation’s top carriers. We believe this will lead to additional opportunities for other carriers to partner with Inteliquent to outsource network infrastructure and achieve cost savings without sacrificing quality and reliability,” said Fritz Hendricks, Chief Executive Officer of Onvoy. “We look forward to working with the Inteliquent team to continue the network expansion and to empower innovation for our shared customer base.”

The combined company intends to continue to maintain a significant presence in Chicago.

Additional Transaction Details

The Inteliquent Board of Directors unanimously approved the transaction and agreed to recommend that Inteliquent’s stockholders vote to adopt the definitive agreement. The transaction is subject to certain conditions, including approval from Inteliquent stockholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as FCC and state regulatory approvals, approvals and other customary closing conditions. There is no financing condition associated with the proposed acquisition. Inteliquent expects to hold a special meeting of its stockholders to consider and act upon the transaction as promptly as practicable. The transaction is expected to close in the first half of 2017.

Under the terms of the agreement, for a period of 30 calendar days, Inteliquent may solicit alternative proposals from third parties. Inteliquent does not anticipate that it will disclose any developments with regard to this process unless and until the Inteliquent Board of Directors makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.

Perella Weinberg Partners is acting as exclusive financial advisor to Inteliquent with Kirkland & Ellis LLP serving as legal counsel. Credit Suisse is acting as exclusive financial advisor to GTCR and Onvoy with Latham & Watkins LLP serving as legal counsel.

Inteliquent Third Quarter Earnings Results In light of today’s transaction, Inteliquent has canceled its third quarter 2016 earnings conference call previously scheduled to take place on Thursday, November 3, 2016 at 10:00 am Eastern Time. Inteliquent will file its Form 10-Q for the third quarter of 2016 on or before November 9, 2016.



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