Welcome!

@CloudExpo Authors: Elizabeth White, Carmen Gonzalez, Mano Marks, Mark Ross-Smith, Harry Trott

News Feed Item

Cogeco Cable Inc. to Acquire PEER 1 Network Enterprises, Inc.

MONTREAL, CANADA and VANCOUVER, CANADA -- (Marketwire) -- 12/21/12 -- Cogeco Cable Inc. ("Cogeco Cable") (TSX:CCA) and PEER 1 Network Enterprises, Inc. ("PEER 1") (TSX:PIX)


--  Cogeco Cable to Offer $3.85 in cash consideration per share 
--  Acquisition increases scale and reach of Cogeco Cable's IT hosting
    business 
--  Enhances Cogeco Cable's data centre capabilities in key strategic growth
    areas including managed hosting, dedicated hosting, cloud services and
    co-location 
--  Positions Cogeco Cable to provide an expanded suite of network and
    hosting services particularly to small and medium sized businesses 
--  Addition of world class infrastructure including 19 data centres and 21
    points-of-presence throughout North America and Europe 
--  Transaction fully supported by the Board of Directors of PEER 1 
--  Lock-up agreements representing in aggregate 62% of PEER 1's fully
    diluted shares outstanding in support of the transaction 
--  Mailing of Circulars on or about December 24th with an expiry date of on
    or about January 29, 2013 

Cogeco Cable Inc. ("Cogeco Cable") (TSX:CCA) and PEER 1 Network Enterprises, Inc. ("PEER 1") (TSX:PIX) announced today that they have entered into an agreement ("Support Agreement"), pursuant to which Cogeco Cable has agreed to acquire all of the issued and outstanding shares of PEER 1 by way of takeover bid (the "Offer"). PEER 1 shareholders will receive $3.85 in cash per share valuing PEER 1's equity at approximately $526 million on a fully diluted basis and its enterprise value at approximately $635 million. The Offer represents a premium of 32.1% to PEER 1's 20 day volume weighted average share price. Cogeco Cable has entered into lock-up agreements with the board of directors, certain key management, and certain key shareholders of PEER 1 representing in aggregate approximately 62% of the fully diluted shares outstanding to tender their shares to the Offer.

PEER 1 is one of the world's leading internet infrastructure providers, specializing in managed hosting, dedicated servers, cloud services and colocation. The acquisition of PEER 1 and combining it with Cogeco Cable's existing data centre capabilities, will increase the scale and scope by adding the capability to service an additional 10,000 businesses worldwide through 19 data centres and 21 points-of-presence across North America and Europe. PEER 1's primary network centre and headquarters are located in Vancouver, Canada.

"Data centre services are a key strategic focus for Cogeco Cable, and this acquisition is consistent with Cogeco Cable's commitment to grow its presence in the sector. This acquisition enhances the company's ability to provide complex co-location and managed data centre services to our customers. There are significant opportunities for growth including increasing Cogeco Cable's penetration of the small and medium-sized business segment, gaining market share in the enterprise services market and maximizing the potential of current services offered" said Louis Audet, President and CEO of Cogeco Cable.

"Cogeco Cable is a well positioned telecommunications company in Canada and its commitment to invest growth capital in the internet infrastructure business, and demonstrated success in serving the technology needs of enterprises makes it an ideal match for PEER 1," said Fabio Banducci, President and CEO of PEER 1. "Both of our companies strive for exceptional customer service and technological excellence. Cogeco Cable's Offer is attractive to our shareholders and recognizes the value and potential of our company, management and employees."

"PEER 1 is a leading business and technology service company with talented and committed employees and long-term customer relationships," said Louis Audet, President and CEO of Cogeco Cable. "It further underscores our ongoing commitment to support our customers as they expand their businesses locally and globally. We warmly welcome PEER 1 professionals and believe that our combined businesses will provide new and larger growth opportunities for all our employees and customers."

The Board of Directors of PEER 1 has received an opinion from RBC Capital Markets that, based upon and subject to the assumptions, limitations, and qualifications in such opinion, the consideration to be received under the Offer is fair, from a financial point of view, to PEER 1's shareholders. The Board of Directors of PEER 1, after receiving the unanimous recommendation of a special committee of the Board of Directors formed to consider the Offer, has unanimously approved entering into the Support Agreement and unanimously recommends that PEER 1 shareholders tender their shares pursuant to the Offer.

The Support Agreement is subject to customary non-solicitation provisions, subject to PEER 1's right to consider and accept superior proposals. In the event of a superior proposal, Cogeco Cable will have a five day right to match the superior proposal. If the transaction is not completed as a result of PEER 1 accepting a superior proposal or in other specified circumstances, a termination fee equal to $18.5 million will be paid to Cogeco Cable.

A take-over bid circular containing the full details of the Offer and other related documents will be filed and mailed to PEER 1 shareholders on or about December 24, 2012. The Offer is conditional on the tendering of at least 66 2/3% of the issued and outstanding PEER 1 shares to the Offer, the receipt of regulatory approvals and the satisfaction or waiver of other customary conditions. The Offer will be open for acceptance for a period of not less than 35 days and is not conditional on financing. Cogeco Cable is financing the transaction through available resources, including a new acquisition facility provided by National Bank of Canada.

The Board of Directors of PEER 1 has agreed that its Directors' Circular recommending the Offer will be mailed to shareholders at the same time or as soon as reasonably practicable after the mailing of the Cogeco Cable take-over bid circular.

National Bank Financial lnc. acted as financial adviser and McCarthy Tetrault LLP acted as legal adviser to Cogeco Cable in connection with the transaction and Stikeman Elliott LLP acted as legal adviser to Cogeco Cable in connection with the acquisition financing. National Bank of Canada has underwritten the acquisition financing with Norton Rose Canada LLP acting as legal adviser. In addition, Cheverny Capital Inc. provided certain additional financial advice in the context of the transaction. The Special Committee of PEER 1 was advised by RBC Capital Markets and Torys LLP acted as legal adviser.

Cogeco Cable has retained Kingsdale Shareholder Services Inc. ("Kingsdale") to act as its solicitation agent in connection with the Offer. PEER 1 shareholders with questions about the process to submit their certificates or to tender to the Offer may contact the Information Agent, Kingsdale Shareholder Services Inc. toll-free at 1 866-581-0507. Outside of North America, please dial +1 416-867-2272, or email [email protected].

Conference Call Details

Cogeco Cable will host a conference call for investors and analysts to discuss the transaction:

Friday, December 21, 2012 at 8:30 a.m. (Eastern Standard Time)

Media representatives may attend as listeners only.

Please use the following dial-in number to have access to the conference call by dialing five minutes before the start of the conference:

Canada/USA Access Number: 1 866-322-2356

International Access Number: + 1 416-640-3405

Confirmation Code: 4920589

The presentation is available on our website at www.cogeco.ca/press room/events

ABOUT COGECO CABLE

Cogeco Cable (www.cogeco.ca) is a telecommunications corporation and is the second largest hybrid fibre coaxial cable operator in Ontario and Quebec. Through its two-way broadband cable networks, Cogeco Cable provides its residential customers with Analogue and Digital Television, High Speed Internet ("HSI") and Telephony services. Cogeco Cable is also present in the United States through its subsidiary, Atlantic Broadband, whose head office is located in Quincy, Massachusetts. Atlantic Broadband is ranked the 12th largest cable television system operator in the United States and, serves the following areas: Western Pennsylvania, Southern Florida, Maryland, Delaware and South Carolina. Cogeco Cable provides as well to its commercial customers, through its subsidiary Cogeco Data Services, data networking, e-business applications, video conferencing, hosting services, Ethernet, private line, VoIP, HSI access, data storage, data security, co-location services, managed IT services, cloud services and other advanced communication solutions. Cogeco Cable's subordinate voting shares are listed on the Toronto Stock Exchange (TSX:CCA).

ABOUT PEER 1 Hosting

PEER 1 Hosting (www.peer1.com) is one of the world's leading IT hosting providers. The company is built on two obsessions: Ping & People. Ping, represents its commitment to best-in-breed technology, founded on a high performance 10Gbps FastFiber Network(TM) connected by 19 state-of-the-art data centres and 21 points-of-presence throughout North America and Europe. People, represents its commitment to delivering outstanding customer service to its more than 10,000 customers worldwide, backed by a 100 percent uptime guarantee and 24x7x365 FirstCall Support(TM). Info-Tech Research Group recently named PEER 1 Hosting as a "Champion" in its Canadian colocation and managed services Vendor Landscape report, recognizing the company's strength in product offerings and enterprise strategy in the global IT marketplace. PEER 1 Hosting's portfolio includes Managed Hosting, Dedicated Servers under the ServerBeach brand, Colocation and Cloud Services under the Zunicore brand. Founded in 1999, the company is headquartered in Vancouver, Canada, with European operations headquartered in Southampton, UK. PEER 1 Hosting shares are traded on the TSX under the symbol PIX. For more information visit: www.peer1.com or www.peer1hosting.co.uk.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this press release may constitute forward- looking information within the meaning of securities laws. Forward-looking information may relate to Cogeco Cable's or PEER 1's future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue", "foresee", "ensure" or other similar expressions concerning matters that are not historical facts. In particular, statements regarding Cogeco Cable's or PEER 1's future operating results and economic performance and its objectives and strategies are forward-looking statements. These statements are based on certain factors and assumptions including expected growth, results of operations, performance and business prospects and opportunities which Cogeco Cable or PEER 1, as applicable, believes are reasonable as of the current date. While management considers these assumptions to be reasonable based on information currently available to Cogeco Cable or PEER 1, as applicable, they may prove to be incorrect. Cogeco Cable and PEER 1 caution the reader that the economic downturn experienced over the past two years make forward-looking information and the underlying assumptions subject to greater uncertainty and that, consequently, they may not materialize, or the results may significantly differ from Cogeco Cable's and PEER 1's expectations. It is impossible for Cogeco Cable or PEER 1 to predict with certainty the impact that this economic environment may have on future results. Forward-looking information is also subject to certain factors, including risks and uncertainties, that could cause actual results to differ materially from what Cogeco Cable or PEER 1 currently expect.

These factors include technological changes, changes in market and competition, governmental or regulatory developments, general economic conditions, the development of new products and services, the enhancement of existing products and services, and the introduction of competing products having technological or other advantages, many of which are beyond Cogeco Cable's and PEER 1's control. These factors also include actions taken by PEER 1 shareholders in respect of the Offer and the failure to satisfy the conditions of the Offer. Therefore, future events and results may vary significantly from what management currently foresees. For more exhaustive information on these risks and uncertainties, prospective purchasers should refer to the risk factors described in the management's discussion and analysis of Cogeco Cable for the year ended August 31, 2012 and the risk factors described in the annual information form of PEER 1 for the fiscal year ended June 30, 2012. Prospective purchasers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While management may elect to, Cogeco Cable and PEER 1 are under no obligation and does not undertake to, update or alter this information at any particular time, except as may be required by law.

Contacts:
Medias:
Rene Guimond
Vice President, Public Affairs and Communications
(514) 764-4746

Analysts and investors:
Pierre Gagne
Senior Vice President and Chief Financial Officer
(514) 764-4756

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

@CloudExpo Stories
WebRTC sits at the intersection between VoIP and the Web. As such, it poses some interesting challenges for those developing services on top of it, but also for those who need to test and monitor these services. In his session at WebRTC Summit, Tsahi Levent-Levi, co-founder of testRTC, reviewed the various challenges posed by WebRTC when it comes to testing and monitoring and on ways to overcome them.
Internet of @ThingsExpo, taking place June 6-8, 2017 at the Javits Center in New York City, New York, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. @ThingsExpo New York Call for Papers is now open.
"This week we're really focusing on scalability, asset preservation and how do you back up to the cloud and in the cloud with object storage, which is really a new way of attacking dealing with your file, your blocked data, where you put it and how you access it," stated Jeff Greenwald, Senior Director of Market Development at HGST, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain. In this power panel at @...
SYS-CON Events announced today that Catchpoint Systems, Inc., a provider of innovative web and infrastructure monitoring solutions, has been named “Silver Sponsor” of SYS-CON's DevOps Summit at 18th Cloud Expo New York, which will take place June 7-9, 2016, at the Javits Center in New York City, NY. Catchpoint is a leading Digital Performance Analytics company that provides unparalleled insight into customer-critical services to help consistently deliver an amazing customer experience. Designed ...
WebRTC services have already permeated corporate communications in the form of videoconferencing solutions. However, WebRTC has the potential of going beyond and catalyzing a new class of services providing more than calls with capabilities such as mass-scale real-time media broadcasting, enriched and augmented video, person-to-machine and machine-to-machine communications. In his session at @ThingsExpo, Luis Lopez, CEO of Kurento, introduced the technologies required for implementing these idea...
"A lot of times people will come to us and have a very diverse set of requirements or very customized need and we'll help them to implement it in a fashion that you can't just buy off of the shelf," explained Nick Rose, CTO of Enzu, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Buzzword alert: Microservices and IoT at a DevOps conference? What could possibly go wrong? In this Power Panel at DevOps Summit, moderated by Jason Bloomberg, the leading expert on architecting agility for the enterprise and president of Intellyx, panelists peeled away the buzz and discuss the important architectural principles behind implementing IoT solutions for the enterprise. As remote IoT devices and sensors become increasingly intelligent, they become part of our distributed cloud enviro...
Containers have changed the mind of IT in DevOps. They enable developers to work with dev, test, stage and production environments identically. Containers provide the right abstraction for microservices and many cloud platforms have integrated them into deployment pipelines. DevOps and containers together help companies achieve their business goals faster and more effectively. In his session at DevOps Summit, Ruslan Synytsky, CEO and Co-founder of Jelastic, reviewed the current landscape of Dev...
The WebRTC Summit New York, to be held June 6-8, 2017, at the Javits Center in New York City, NY, announces that its Call for Papers is now open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 20th International Cloud Expo and @ThingsExpo. WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web co...
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
For basic one-to-one voice or video calling solutions, WebRTC has proven to be a very powerful technology. Although WebRTC’s core functionality is to provide secure, real-time p2p media streaming, leveraging native platform features and server-side components brings up new communication capabilities for web and native mobile applications, allowing for advanced multi-user use cases such as video broadcasting, conferencing, and media recording.
"Plutora provides release and testing environment capabilities to the enterprise," explained Dalibor Siroky, Director and Co-founder of Plutora, in this SYS-CON.tv interview at @DevOpsSummit, held June 9-11, 2015, at the Javits Center in New York City.
DevOps tends to focus on the relationship between Dev and Ops, putting an emphasis on the ops and application infrastructure. But that’s changing with microservices architectures. In her session at DevOps Summit, Lori MacVittie, Evangelist for F5 Networks, will focus on how microservices are changing the underlying architectures needed to scale, secure and deliver applications based on highly distributed (micro) services and why that means an expansion into “the network” for DevOps.
SYS-CON Events announced today that Enzu will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive ad...
"We are an all-flash array storage provider but our focus has been on VM-aware storage specifically for virtualized applications," stated Dhiraj Sehgal of Tintri in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Choosing the right cloud for your workloads is a balancing act that can cost your organization time, money and aggravation - unless you get it right the first time. Economics, speed, performance, accessibility, administrative needs and security all play a vital role in dictating your approach to the cloud. Without knowing the right questions to ask, you could wind up paying for capacity you'll never need or underestimating the resources required to run your applications.
WebRTC is about the data channel as much as about video and audio conferencing. However, basically all commercial WebRTC applications have been built with a focus on audio and video. The handling of “data” has been limited to text chat and file download – all other data sharing seems to end with screensharing. What is holding back a more intensive use of peer-to-peer data? In her session at @ThingsExpo, Dr Silvia Pfeiffer, WebRTC Applications Team Lead at National ICT Australia, looked at differ...
Adding public cloud resources to an existing application can be a daunting process. The tools that you currently use to manage the software and hardware outside the cloud aren’t always the best tools to efficiently grow into the cloud. All of the major configuration management tools have cloud orchestration plugins that can be leveraged, but there are also cloud-native tools that can dramatically improve the efficiency of managing your application lifecycle. In his session at 18th Cloud Expo, ...
The security needs of IoT environments require a strong, proven approach to maintain security, trust and privacy in their ecosystem. Assurance and protection of device identity, secure data encryption and authentication are the key security challenges organizations are trying to address when integrating IoT devices. This holds true for IoT applications in a wide range of industries, for example, healthcare, consumer devices, and manufacturing. In his session at @ThingsExpo, Lancen LaChance, vic...