WESTFORD, Mass. -- Ribbon Communications Inc. (Nasdaq: RBBN), a global software leader in secure and intelligent cloud communications, today announced that it has entered into an agreement to acquire, through a merger, ECI Telecom Group Ltd ("ECI"), a global provider of end-to-end packet-optical transport and SDN/NFV solutions for service providers, enterprises, and data center operators, for 32.5 million shares of Ribbon common stock and $324 million of cash. ECI stockholders will also receive approximately $31 million from ECI's sale of real estate assets.

With this transformational transaction, Ribbon and ECI will create a powerful, leading edge solutions provider with anticipated combined annual revenue of over $900 million1, serving customers in more than 140 countries1, and 4,000 employees worldwide1. Ribbon expects the combination to position the company for growth and to enhance its competitive strengths by expanding its product portfolio beyond solutions primarily supporting voice applications to include data applications and optical networking.

The combined company expects to realize revenue synergies from the expansion of Ribbon's addressable markets and sales of ECI's products in Ribbon's markets, with an emphasis on North America and Japan. Furthermore, the combined company will be well positioned to serve the high-growth 5G market. The services associated with 5G are expected to drive a substantial increase in network demand and will likely require additional investment in the networking layer, where ECI is already a leading vendor.

Management Comments

"The ECI acquisition will extend Ribbon's reach into the networking market and propel us into the global 5G market," said Daryl Raiford, Chief Financial Officer of Ribbon. "ECI brings world class networking technology and a proven track record of success in winning top customers in direct competition with major industry players. Ribbon has long-standing, deep customer relationships in North America and Japan, which will provide immediate access to ECI solutions into these substantial markets. We believe this combination will create new revenue opportunities to drive growth, provide our customers and partners with a broader solutions portfolio, and generate significant long-term value for our stockholders."

We are excited to join forces with Ribbon, bringing together Ribbon's and ECI's rich portfolios of communications solutions. Both companies enjoy a distinguished operating history and are trusted suppliers to the world's leading telecommunication service providers and enterprises," said Darryl Edwards, President and Chief Executive Officer of ECI. "We aim to create a powerhouse company that offers world-class products for an enhanced customer experience, benefiting our combined global customer base."

Analyst Comments

"With ECI's solid position and long history in the packet-optical transport markets, this acquisition makes sense for Ribbon on multiple fronts, giving Ribbon an entry into the early and growing 5G xHaul transport market while providing its combined customers with a full stack of solutions," said Don Frey, Principal Analyst Transport and Routing, Ovum. "In addition to cross-selling opportunities, this proposed acquisition will give Ribbon a broad product line and enhance scale as a communications solutions vendor to service providers and enterprises."

Transaction Details

Under the terms of the merger agreement, Ribbon will acquire all outstanding equity of ECI. Ribbon will issue 32.5 million shares of its common stock to ECI stockholders and provide $324 million of net cash consideration. ECI stockholders are expected to own approximately 23 percent of the combined company on a fully diluted basis. Cash consideration is expected to be financed through cash on hand and committed debt financing consisting of a new $400 million term loan facility and new $100 million revolving credit facility, which is projected to be undrawn at close. The new facilities will retire Ribbon's existing credit facility. In addition, ECI stockholders will also receive approximately $31 million from ECI's sale of real estate assets. The proposed transaction has been unanimously approved by Ribbon's board of directors and is subject to the approval of Ribbon's stockholders, regulatory approvals and customary closing conditions. Ribbon anticipates the acquisition will close in the first quarter of 2020. Ribbon's corporate headquarters is expected to remain in Westford, Massachusetts.

Overview of ECI

Key Takeaways

The proposed transaction is expected to:

____________

1 Combined 2018 data of Ribbon and ECI.

2 TAM market share projections from various sources: IHS Markit, Exact Ventures, IDC, Gartner, Juniper Research, Statista, Frost & Sullivan and Ovum.

3 ECI's Adjusted EBITDA is obtained from ECI's financial statements as conformed to US GAAP and Ribbon's accounting practices.

TAP Advisors and Citizens Capital Markets acted as financial advisors to Ribbon and Latham & Watkins LLP and GKH Law Offices served as Ribbon's legal advisors. Barclays acted as a financial advisor to ECI and Davis Polk & Wardwell LLP and FBC & Co served as ECI's legal advisors. Citizens Bank, N.A. has provided fully committed debt financing for the transaction.

Ribbon