Click here to close now.



Welcome!

@BigDataExpo Authors: XebiaLabs Blog, Talend Inc., Bob Gourley, Jason Bloomberg, Scott Allen

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.

@BigDataExpo Stories
SYS-CON Events announced today that Pythian, a global IT services company specializing in helping companies adopt disruptive technologies to optimize revenue-generating systems, has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. Founded in 1997, Pythian is a global IT services company that helps companies compete by adopting disruptive technologies such as cloud, Big Data, advanced analytics, and DevO...
With microservices, SOA and distributed architectures becoming more popular, it is becoming increasingly harder to keep track of where time is spent in a distributed application when trying to diagnose performance problems. Distributed tracing systems attempt to address this problem by following application requests across service boundaries, persisting metadata along the way that provide context for fine-grained performance monitoring.
With an estimated 50 billion devices connected to the Internet by 2020, several industries will begin to expand their capabilities for retaining end point data at the edge to better utilize the range of data types and sheer volume of M2M data generated by the Internet of Things. In his session at @ThingsExpo, Don DeLoach, CEO and President of Infobright, will discuss the infrastructures businesses will need to implement to handle this explosion of data by providing specific use cases for filte...
SYS-CON Events announced today that Fusion, a leading provider of cloud services, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Fusion, a leading provider of integrated cloud solutions to small, medium and large businesses, is the industry's single source for the cloud. Fusion's advanced, proprietary cloud service platform enables the integration of leading edge solutions in the cloud, including clou...
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management...
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...
The cloud promises new levels of agility and cost-savings for Big Data, data warehousing and analytics. But it’s challenging to understand all the options – from IaaS and PaaS to newer services like HaaS (Hadoop as a Service) and BDaaS (Big Data as a Service). In her session at @BigDataExpo at @ThingsExpo, Hannah Smalltree, a director at Cazena, will provide an educational overview of emerging “as-a-service” options for Big Data in the cloud. This is critical background for IT and data profes...
SYS-CON Events announced today that VAI, a leading ERP software provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. VAI (Vormittag Associates, Inc.) is a leading independent mid-market ERP software developer renowned for its flexible solutions and ability to automate critical business functions for the distribution, manufacturing, specialty retail and service sectors. An IBM Premier Business Part...
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...
It's easy to assume that your app will run on a fast and reliable network. The reality for your app's users, though, is often a slow, unreliable network with spotty coverage. What happens when the network doesn't work, or when the device is in airplane mode? You get unhappy, frustrated users. An offline-first app is an app that works, without error, when there is no network connection.
Fortunately, meaningful and tangible business cases for IoT are plentiful in a broad array of industries and vertical markets. These range from simple warranty cost reduction for capital intensive assets, to minimizing downtime for vital business tools, to creating feedback loops improving product design, to improving and enhancing enterprise customer experiences. All of these business cases, which will be briefly explored in this session, hinge on cost effectively extracting relevant data from ...
As enterprises work to take advantage of Big Data technologies, they frequently become distracted by product-level decisions. In most new Big Data builds this approach is completely counter-productive: it presupposes tools that may not be a fit for development teams, forces IT to take on the burden of evaluating and maintaining unfamiliar technology, and represents a major up-front expense. In his session at @BigDataExpo at @ThingsExpo, Andrew Warfield, CTO and Co-Founder of Coho Data, will dis...
With the Apple Watch making its way onto wrists all over the world, it’s only a matter of time before it becomes a staple in the workplace. In fact, Forrester reported that 68 percent of technology and business decision-makers characterize wearables as a top priority for 2015. Recognizing their business value early on, FinancialForce.com was the first to bring ERP to wearables, helping streamline communication across front and back office functions. In his session at @ThingsExpo, Kevin Roberts...
Cognitive Computing is becoming the foundation for a new generation of solutions that have the potential to transform business. Unlike traditional approaches to building solutions, a cognitive computing approach allows the data to help determine the way applications are designed. This contrasts with conventional software development that begins with defining logic based on the current way a business operates. In her session at 18th Cloud Expo, Judith S. Hurwitz, President and CEO of Hurwitz & ...
SYS-CON Events announced today that Interoute, owner-operator of one of Europe's largest networks and a global cloud services platform, has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. Interoute is the owner-operator of one of Europe's largest networks and a global cloud services platform which encompasses 12 data centers, 14 virtual data centers and 31 colocation centers, with connections to 195 ad...
Most people haven’t heard the word, “gamification,” even though they probably, and perhaps unwittingly, participate in it every day. Gamification is “the process of adding games or game-like elements to something (as a task) so as to encourage participation.” Further, gamification is about bringing game mechanics – rules, constructs, processes, and methods – into the real world in an effort to engage people. In his session at @ThingsExpo, Robert Endo, owner and engagement manager of Intrepid D...
We all know that data growth is exploding and storage budgets are shrinking. Instead of showing you charts on how much data there is, in his session at 18th Cloud Expo, Scott Cleland, Senior Director of Product Marketing for HGST, will show how to capture all of your data in one place. After you have your data under control, you can then analyze it in one place, saving time and resources. See how HGST has used these solutions to gain more value out of the information we have – and capitalize o...
Data-as-a-Service is the complete package for the transformation of raw data into meaningful data assets and the delivery of those data assets. In her session at 18th Cloud Expo, Lakshmi Randall, an industry expert, analyst and strategist, will address: What is DaaS (Data-as-a-Service)? Challenges addressed by DaaS Vendors that are enabling DaaS Architecture options for DaaS
Eighty percent of a data scientist’s time is spent gathering and cleaning up data, and 80% of all data is unstructured and almost never analyzed. Cognitive computing, in combination with Big Data, is changing the equation by creating data reservoirs and using natural language processing to enable analysis of unstructured data sources. This is impacting every aspect of the analytics profession from how data is mined (and by whom) to how it is delivered. This is not some futuristic vision: it's ha...
The IoT's basic concept of collecting data from as many sources possible to drive better decision making, create process innovation and realize additional revenue has been in use at large enterprises with deep pockets for decades. So what has changed? In his session at @ThingsExpo, Prasanna Sivaramakrishnan, Solutions Architect at Red Hat, discussed the impact commodity hardware, ubiquitous connectivity, and innovations in open source software are having on the connected universe of people, thi...