Miss-Delectable
New Member
- Joined
- Apr 18, 2004
- Messages
- 17,160
- Reaction score
- 7
GoAmerica(R) Announces Agreement to Merge With Hands On Video Relay Services, Inc.
GoAmerica, Inc. , a provider of communications services for people who are deaf, hard-of-hearing, or speech-disabled, today announced the execution of a definitive merger agreement with Hands On Video Relay Services, Inc. for $35.0 million in cash and 6.7 million shares of GoAmerica common stock.
Based on the closing price of GoAmerica's stock on September 11, 2007, the total consideration is approximately $69 million. The Hands On merger is conditioned on consummation of GoAmerica's acquisition of Verizon's Telecommunications Relay Services Division, which was announced on August 2, 2007.
Hands On Video Relay Services, Inc. ("Hands On"), a privately held company headquartered in Rocklin, California, is a growing and prominent provider of Video Relay Services ("VRS"). The company provides audio and video communications that allow deaf and hard-of-hearing people to communicate effectively and naturally with the hearing world by linking callers, via the Internet, to certified Video Interpreters who interpret between the visual language of American Sign Language ("ASL") and the auditory language of a hearing person. The company offers video relay services under the Hands On brand and privately labeled for AT&T and Sprint, as well as community-based sign language interpreting services.
"This transaction, coupled with the pending purchase of Verizon's Telecommunications Relay Services business that we announced in early August, strengthens GoAmerica's position in the market and broadens the choice of communications options for our customers," said Dan Luis, CEO of GoAmerica. "These transactions, together with the financing that we have negotiated, strengthen our balance sheet and position us to continue delivering innovative, high-quality communications services to the deaf, hard of hearing, and speech-disabled market."
On a pro-forma, trailing twelve-month basis ending June 30, 2007, the combination of GoAmerica, Verizon TRS, and Hands On would have generated approximately $105 million in revenue. Additional financial information will be described in more detail in future filings by GoAmerica with the Securities and Exchange Commission.
Ronald Obray, Founder and CEO of Hands On, stated, "Our investors and management team found common ground with GoAmerica because of our shared vision for breaking down barriers between deaf or hard-of-hearing people and the hearing community. Together we will continue to build a world-class company, focused on language and communications services for people who are deaf or hard of hearing. We are excited about combining Hands On's strengths in video relay and community interpreting with GoAmerica's strengths in text relay and wireless communications."
Edmond Routhier, Chairman & President of Hands On, stated, "With this merger, our mission of delivering the highest quality interpreting service is now fully supported by a combined company with significant scale, and by financial partners committed to continued growth and service excellence. The merger is positive for the deaf and hard-of-hearing community and the employees of the combined company, who will benefit from expanding career opportunities and enjoy the personal reward of creating an equal playing field for our loyal users."
Transaction Sponsorship
As previously announced on August 2, 2007, in connection with capital committed to fund GoAmerica's acquisition of Verizon's Telecommunications Relay Services Division, GoAmerica received a time-specific, contingent financing commitment for a follow-on transaction. The Hands On transaction will be financed through $5 million of committed equity financing and $40 million of committed senior debt financing, funded in each case by Clearlake Capital Group ("Clearlake Capital"); this brings the total Clearlake Capital financing commitment to GoAmerica to $110 million in equity and debt. Concurrently with the execution of the Hands On definitive agreement, but subject to certain closing conditions, Clearlake Capital:
-- Agreed to purchase an additional 967,118 shares of GoAmerica Series A
preferred stock at a previously negotiated price of $5.17 per share;
and
-- Provided GoAmerica with a commitment letter for $40 million of senior
debt financing to be raised for the closing of the Hands On
transaction.
The issuances of Series A preferred stock described in this press release, as well as the asset purchase and merger transactions, are subject to stockholder approval.
Certain Approvals
The Verizon acquisition is subject to the receipt of regulatory approvals and both the Verizon acquisition and Hands On merger are subject to the receipt of the approval of GoAmerica's shareholders and other customary conditions, but are not subject to a separate financing contingency. The Hands On merger is conditioned on consummation of the Verizon acquisition. Both transactions, as well as the financings, will be more fully detailed in future filings by GoAmerica with the Securities and Exchange Commission.
Board and Management
Following the close of the Hands On transaction, GoAmerica's Board of Directors will consist of eight members. Continuing directors from GoAmerica include Aaron Dobrinsky, who will continue to serve as Chairman of the combined company, Dan Luis, who will continue to serve as CEO of the combined company, and Behdad Eghbali, Partner from Clearlake Capital Group. Steven Chang, also a Partner from Clearlake Capital will join the Board upon closing of the contemplated transactions.
Edmond Routhier, President of Hands On, will serve as President of the combined company and also as a director. Additional Board members from Hands On include Bill McDonagh and Steve Eskenazi. Together, the Board will identify and select an additional independent director.
Additional management positions will be announced when the transaction closes and remain subject to the parties' completion of an integration plan for the businesses.
Business Integration Planning
In connection with these transactions, GoAmerica is increasing its investment in integration planning by adding team members who are focused exclusively on integration. "Our integration team is already off to a rigorous start with Verizon's team. We're focused on detailed planning, ensuring that our integration timetables are well-founded and that all milestones are achieved on schedule," said Dan Luis. "We look forward to incorporating the Hands On team into this process and achieving the strategic goals of the combined company."
Advisors
JMP Securities acted as exclusive financial advisors to Hands On in this transaction.
GoAmerica, Inc. , a provider of communications services for people who are deaf, hard-of-hearing, or speech-disabled, today announced the execution of a definitive merger agreement with Hands On Video Relay Services, Inc. for $35.0 million in cash and 6.7 million shares of GoAmerica common stock.
Based on the closing price of GoAmerica's stock on September 11, 2007, the total consideration is approximately $69 million. The Hands On merger is conditioned on consummation of GoAmerica's acquisition of Verizon's Telecommunications Relay Services Division, which was announced on August 2, 2007.
Hands On Video Relay Services, Inc. ("Hands On"), a privately held company headquartered in Rocklin, California, is a growing and prominent provider of Video Relay Services ("VRS"). The company provides audio and video communications that allow deaf and hard-of-hearing people to communicate effectively and naturally with the hearing world by linking callers, via the Internet, to certified Video Interpreters who interpret between the visual language of American Sign Language ("ASL") and the auditory language of a hearing person. The company offers video relay services under the Hands On brand and privately labeled for AT&T and Sprint, as well as community-based sign language interpreting services.
"This transaction, coupled with the pending purchase of Verizon's Telecommunications Relay Services business that we announced in early August, strengthens GoAmerica's position in the market and broadens the choice of communications options for our customers," said Dan Luis, CEO of GoAmerica. "These transactions, together with the financing that we have negotiated, strengthen our balance sheet and position us to continue delivering innovative, high-quality communications services to the deaf, hard of hearing, and speech-disabled market."
On a pro-forma, trailing twelve-month basis ending June 30, 2007, the combination of GoAmerica, Verizon TRS, and Hands On would have generated approximately $105 million in revenue. Additional financial information will be described in more detail in future filings by GoAmerica with the Securities and Exchange Commission.
Ronald Obray, Founder and CEO of Hands On, stated, "Our investors and management team found common ground with GoAmerica because of our shared vision for breaking down barriers between deaf or hard-of-hearing people and the hearing community. Together we will continue to build a world-class company, focused on language and communications services for people who are deaf or hard of hearing. We are excited about combining Hands On's strengths in video relay and community interpreting with GoAmerica's strengths in text relay and wireless communications."
Edmond Routhier, Chairman & President of Hands On, stated, "With this merger, our mission of delivering the highest quality interpreting service is now fully supported by a combined company with significant scale, and by financial partners committed to continued growth and service excellence. The merger is positive for the deaf and hard-of-hearing community and the employees of the combined company, who will benefit from expanding career opportunities and enjoy the personal reward of creating an equal playing field for our loyal users."
Transaction Sponsorship
As previously announced on August 2, 2007, in connection with capital committed to fund GoAmerica's acquisition of Verizon's Telecommunications Relay Services Division, GoAmerica received a time-specific, contingent financing commitment for a follow-on transaction. The Hands On transaction will be financed through $5 million of committed equity financing and $40 million of committed senior debt financing, funded in each case by Clearlake Capital Group ("Clearlake Capital"); this brings the total Clearlake Capital financing commitment to GoAmerica to $110 million in equity and debt. Concurrently with the execution of the Hands On definitive agreement, but subject to certain closing conditions, Clearlake Capital:
-- Agreed to purchase an additional 967,118 shares of GoAmerica Series A
preferred stock at a previously negotiated price of $5.17 per share;
and
-- Provided GoAmerica with a commitment letter for $40 million of senior
debt financing to be raised for the closing of the Hands On
transaction.
The issuances of Series A preferred stock described in this press release, as well as the asset purchase and merger transactions, are subject to stockholder approval.
Certain Approvals
The Verizon acquisition is subject to the receipt of regulatory approvals and both the Verizon acquisition and Hands On merger are subject to the receipt of the approval of GoAmerica's shareholders and other customary conditions, but are not subject to a separate financing contingency. The Hands On merger is conditioned on consummation of the Verizon acquisition. Both transactions, as well as the financings, will be more fully detailed in future filings by GoAmerica with the Securities and Exchange Commission.
Board and Management
Following the close of the Hands On transaction, GoAmerica's Board of Directors will consist of eight members. Continuing directors from GoAmerica include Aaron Dobrinsky, who will continue to serve as Chairman of the combined company, Dan Luis, who will continue to serve as CEO of the combined company, and Behdad Eghbali, Partner from Clearlake Capital Group. Steven Chang, also a Partner from Clearlake Capital will join the Board upon closing of the contemplated transactions.
Edmond Routhier, President of Hands On, will serve as President of the combined company and also as a director. Additional Board members from Hands On include Bill McDonagh and Steve Eskenazi. Together, the Board will identify and select an additional independent director.
Additional management positions will be announced when the transaction closes and remain subject to the parties' completion of an integration plan for the businesses.
Business Integration Planning
In connection with these transactions, GoAmerica is increasing its investment in integration planning by adding team members who are focused exclusively on integration. "Our integration team is already off to a rigorous start with Verizon's team. We're focused on detailed planning, ensuring that our integration timetables are well-founded and that all milestones are achieved on schedule," said Dan Luis. "We look forward to incorporating the Hands On team into this process and achieving the strategic goals of the combined company."
Advisors
JMP Securities acted as exclusive financial advisors to Hands On in this transaction.