Evolving Systems Announces Definitive Agreement to Sell Its Numbering Solutions Business to Neustar, Inc.
Evolving Systems (NASDAQ:EVOL)
Intraday Stock Chart
Today : Thursday 21 April 2011
Evolving Systems, Inc. (NASDAQ: EVOL), a leading provider of software solutions and services to the wireless, wireline and IP carrier market, today announced a definitive agreement to sell its Numbering Solutions business to Neustar, Inc. (NYSE: NSR) for $39.0 million in cash and the assumption of certain liabilities. Specific terms of the transaction, which is subject to stockholder approval and other customary closing conditions, will be disclosed in SEC filings. The Company will conduct a conference call today at 7:00 a.m. Mountain Time (9:00 a.m. Eastern) to discuss the proposed transaction. Details for the conference call are below.
Thad Dupper, Chairman and CEO of Evolving Systems, said the proposed sale is designed to maximize shareholder value and allow the Company to concentrate on its Dynamic SIM Allocation™ (DSA), Tertio Service Activation™ (TSA), and Intelligent M2M Controller™ (IMC) solutions.
"Over the past several years we have made significant investments in our industry leading DSA solution and our expansion into international markets," said Dupper. "The sale of our Numbering Solutions business allows us to focus our resources, which could include as much as $48.0 million in cash, on DSA and our other service activation solutions where there is excellent potential for growth.
"In addition, our Numbering Solutions business is an ideal fit for Neustar. Our well-established industry reputation, our portfolio of tier-1 Numbering customers, and our subject matter expertise all will be great additions to Neustar."
In 2010 Evolving Systems' Numbering Solutions business generated $14.5 million, or 39%, of total revenue, while the Company's Activation and DSA businesses contributed $22.8 million, or 61%, of overall revenue.
The Company's Board of Directors has voted unanimously in favor of the transaction. In addition, the Singer Family Trust, which holds approximately 23% of Evolving Systems' outstanding shares, has indicated its support of the transaction.
Evolving Systems will call a special meeting of stockholders to seek approval of the transaction and issue a proxy statement containing detailed terms and conditions of the proposed sale, which proxy statement is subject to SEC review. Assuming satisfaction of all closing conditions and approval by stockholders, the transaction is expected to close within 120 days of signing.
Lazard acted as financial advisor and B. Riley & Co. provided a fairness opinion to Evolving Systems for this transaction.
Good judgment comes from experience, and a lot of that comes from bad judgment.
