Lionbridge Technologies (LIOX) Acquired by H.I.G. Capital for $5.75/Share

December 12, 2016 9:05 AM EST

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Lionbridge Technologies, Inc. (Nasdaq: LIOX) signed a definitive agreement to be acquired by an affiliate of H.I.G. Capital, LLC ("H.I.G."), a leading global private equity investment firm. Under the terms of the agreement, Lionbridge stockholders will receive $5.75 per share in cash for each share of Lionbridge common stock, representing a 17% premium over Lionbridge's 60 day-weighted average price per share as of December 09, 2016.

H.I.G. is a leading global private equity investment firm with $21 billion of equity capital under management. The firm invests in companies throughout the U.S. Europe and Latin America and aligns itself with committed management teams to help build businesses of significant value. The H.I.G. team of over 250 investment professionals has substantial operating, consulting, technology and financial management experience, enabling the firm to contribute meaningfully to its portfolio companies to help them achieve their operating and financial objectives.

"We are pleased to announce this agreement," said Rory Cowan, Chairman and CEO of Lionbridge. "The acquisition will allow Lionbridge to continue to focus on providing the most innovative language and technology solutions to more than 800 world-leading brands, while accelerating our proven leadership in global content and communications. Our Board of Directors believes this transaction is in the best interest of our stockholders and affirms Lionbridge's tremendous value and market-leadership."

"We believe Lionbridge is a uniquely positioned global content and communications company with exceptional service and capabilities, strong relationships with its global client base, and tremendous potential for further growth," said Matt Lozow, a Managing Director at H.I.G. "Lionbridge is a strong company with innovative crowd-in-the-cloud business models and a world-class team. We look forward to working with Lionbridge management through the Company's next phase of growth and development."

Members of Lionbridge's Board of Directors voting on the matter have unanimously approved the merger agreement and agreed to recommend that stockholders adopt the agreement.

Lionbridge will undertake a 45-day "go-shop" period, commencing immediately, during which the Lionbridge Board, with the assistance of its financial and legal advisors, will actively solicit, evaluate and potentially enter into negotiations with parties who offer alternative proposals. There can be no assurance that this process will result in a superior offer. The Company does not expect to disclose developments with respect to the solicitation process unless and until the Board has made a decision with respect to any potential superior proposal.

Closing of the transaction is subject to customary closing conditions, including, among others, the affirmative vote in favor of the transaction by holders of a majority of the Company's outstanding common stock and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. It is anticipated that the special meeting of Lionbridge's stockholders to vote on the transaction will be held in the first quarter of 2017, and, if the transaction is approved, the merger would be expected to close shortly thereafter.

The transaction will be financed through a combination of debt and equity financing, as well as potentially cash and cash equivalents on Lionbridge's balance sheet. H.I.G. has received debt financing commitments to finance the transaction. There is no financing condition to the obligations of the equity sponsors to consummate the transaction.

Union Square Advisors LLC is acting as exclusive financial advisor to Lionbridge and provided a fairness opinion to the special committee of the Board of Directors of Lionbridge. Credit Suisse Securities (USA) LLC is acting as lead financial advisor to H.I.G. in connection with the proposed transaction. Goodwin Procter LLP is acting as legal advisor for Lionbridge, and Kirkland & Ellis is acting as legal advisor to H.I.G.

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