Waiver and Termination Agreement between Mitel Networks Corporation and Polycom, Inc. (July 7, 2016)
This agreement is between Mitel Networks Corporation and Polycom, Inc. It confirms that Mitel waives its right to a matching period under their prior merger agreement, allowing Polycom to accept a superior acquisition offer from another party. Polycom agrees to terminate the merger agreement with Mitel and pay a termination fee. The termination becomes effective once Mitel receives the fee. Both parties have signed to confirm their acceptance of these terms.
Exhibit 10.1
MITEL NETWORKS CORPORATION
350 Legget Drive
Kanata, Ontario
Canada K2K 2W7
July 7, 2016
BY EMAIL
Polycom, Inc.
6001 America Center Drive
San Jose, California 95002
Attention: Sayed M. Darwish
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger, dated as of April 15, 2016 and as thereafter amended (the “Merger Agreement”), by and among Polycom, Inc. (the “Company”), Mitel Networks Corporation (“Parent”) and Meteor Two, LLC. Further reference is made to the letter from the Company to Parent, dated July 7, 2016, regarding the Company Acquisition Proposal received from Siris Capital Group, LLC, which the Company Board has determined is a Company Superior Proposal. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in the Merger Agreement.
Parent hereby waives the “matching period” set forth in Section 5.02(b) of the Merger Agreement. Please indicate that the Company will terminate the Merger Agreement pursuant to Section 9.01(h) thereof (the “Termination”) by returning a signed copy of this letter and paying the Company Termination Fee in immediately available funds to Parent’s account set forth on Annex A hereto. The Termination shall be automatically effective upon receipt by Parent of the Company Termination Fee.
[Signature page follows]
Please indicate your acceptance and agreement of the foregoing by signing where indicated below and returning a signed copy of this letter to Mitel pursuant to Section 10.05 of the Merger Agreement.
| Very truly yours,
MITEL NETWORKS CORPORATION | ||
| By: | /s/ Greg Hiscock | |
| Greg Hiscock Vice President, General Counsel & Corporate Secretary | ||
Accepted and Agreed as of
the date first written above:
POLYCOM, INC.
| By: | /s/ Laura J. Durr | |
| Name: Laura J. Durr Title: Chief Financial Officer & Executive Vice President | ||
| cc: | Wilson Sonsini Goodrich & Rosati, P.C. |
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Attention: Adam M. Givertz
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