Kelta, Inc. to Acquire Tii Network (TIII) for $2.15/Share
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Tii Network Technologies, Inc. (Nasdaq: TIII), has entered into a definitive merger agreement with Kelta, Inc., a Delaware corporation, pursuant to which Kelta will acquire Tii Network Technologies for $2.15 a share, or total consideration of approximately $33.1 million. The merger consideration represents an approximately 48% percent premium over the closing price of Tii Network Technologies' common stock as quoted on the website of the NASDAQ Stock Market on May 11, 2012.
The acquisition, which was unanimously approved by the Board of Directors of Tii Network Technologies, is subject to approval by its stockholders, as well as other customary closing conditions. The Company expects the transaction to close in the third quarter of 2012. The acquisition is not subject to any financing condition. Kelta intends to fund the acquisition with a combination of existing cash and funds available under Kelta's current credit facilities.
OEM Capital Corp. has provided a fairness opinion in connection with the transaction to the Board of Directors of Tii Network Technologies. Troutman Sanders LLP is serving as legal advisor to Tii Network Technologies in connection with this transaction. Edwards Wildman Palmer LLP is serving as legal advisor to Kelta in connection with the transaction.
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The acquisition, which was unanimously approved by the Board of Directors of Tii Network Technologies, is subject to approval by its stockholders, as well as other customary closing conditions. The Company expects the transaction to close in the third quarter of 2012. The acquisition is not subject to any financing condition. Kelta intends to fund the acquisition with a combination of existing cash and funds available under Kelta's current credit facilities.
OEM Capital Corp. has provided a fairness opinion in connection with the transaction to the Board of Directors of Tii Network Technologies. Troutman Sanders LLP is serving as legal advisor to Tii Network Technologies in connection with this transaction. Edwards Wildman Palmer LLP is serving as legal advisor to Kelta in connection with the transaction.
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