Global communications company Viasat Inc. (NASDAQ: VSAT) will acquire RigNet, Inc. (NASDAQ: RNET), a Houston, Texas-based provider of ultra-secure, intelligent networking solutions and specialized applications.
The all-stock transaction represents an enterprise value of $222m, including RigNet’s net debt as of September 30, 2020, based on the closing price of Viasat common stock on December 18, 2020.
The strategic combination creates a vertically integrated communications company serving customers in industries that include government, airlines, residential, energy, and others by providing connectivity from the satellite to the end customer and delivering premier managed communications services coupled with a suite of advanced application solutions that include real-time machine learning and advanced cybersecurity.
Led by Steven Pickett, President and Chief Executive Officer, RigNet delivers advanced software and communications infrastructure that allow customers to realize the business benefits of digital transformation. With ultra-secure solutions spanning global IP connectivity, bandwidth-optimized OTT applications, IIoT big data enablement, and machine learning analytics, the company supports the full evolution of digital enablement, empowering businesses to respond faster to high priority issues, mitigate the risk of operational disruption, and maximize their overall financial performance.
Led by Rick Baldridge, President and Chief Executive Officer, Viasat is a global company that provides consumers, businesses, governments and militaries around the world solutions to communicate.
Under the terms of the agreement, RigNet’s stockholders will receive a fixed exchange ratio of 0.1845 shares of Viasat stock for each RigNet share owned. Based on the parties’ volume weighted average prices (“VWAPs”) for the 20 trading days ending on December 18, 2020, the transaction represents a 17.9% premium for RigNet’s stockholders. Upon closing RigNet stockholders are expected to own approximately ~5.7% of Viasat’s outstanding common stock. The all-stock transaction is intended to be tax-free to RigNet stockholders. The transaction, which is expected to close by mid-calendar year 2021, is subject to customary closing conditions and regulatory approvals, including the approval of RigNet’s stockholders. An affiliate of KKR & Co. Inc., RigNet’s largest shareholder, has entered into a support agreement in which it has agreed to vote in favor of approving the merger, subject to certain conditions.