WASHINGTON, DISTRICT OF COLUMBIA — Tuesday, September 7, 2021 — DHS Group Equity Partners, a global leader in private equity investments, and Cerbex Telecom, announced today that they have entered into a definitive acquisition agreement. Upon completion of the transaction, the combined company will be valued at $4.5 billion and will be called DHS Telecom.
Powered by a strong IP portfolio and a differentiated IoT platform, DHS Group delivers mission-critical IoT enterprise solutions and CaaS services to more than 3,600 customers worldwide, including Fortune 500 enterprises. The Company manages over 12 million connected devices, serving a range of industries, with an increasing focus on key sectors that collectively represent over 80% of the IoT market. With the global IoT market forecasted to grow to nearly $1 trillion by 2025, DHS believes it is well-positioned to expand organically and through accretive acquisitions.
DHS Group Equity Partners is led by a world-class management team with extensive public company leadership experience. Through this strategic combination, DHS will be able to leverage CTAC's executives and advisor network with significant operating expertise in the information and communications technology sector, specifically with companies participating in the 5G revolution.
'Today's announcement is a significant step forward for DHS and a testament to our market-leading IoT Solutions and CaaS business,' said Fernando Aguirre, Vice Chairman of DHS. 'Over the past several years, we have been expanding DHS' capabilities to help our customers extend their digital transformations to the edge, which is the very promise of IoT. As the 5G revolution accelerates globally, we believe we are well-positioned to be a critical enabler in helping enterprises transform their businesses with the power of IoT solutions.'
Rakesh Sarna, Chairman of DHS, commented: 'This is a rare opportunity to partner with a proven business supported by a strong and diversified customer base. DHS is playing a critical role in the rapidly growing IoT market with meaningful organic and inorganic opportunities. We look forward to working closely with Jill Olsen and her talented team to provide strategic and operational counsel, as well as industry relationships, as DHS capitalizes on the global expansion of 5G.'
Peter Townsend, Partner at Alton Partners, commented: 'We are proud to have reached this next milestone in our partnership with DHS. Since our initial investment, the team has done an incredible job serving its customers by anticipating the future needs and complexity of a more connected world. We are excited to participate in DHS' accelerating growth as a private company and believe this milestone provides for incremental resources to better serve DHS expanding customer base.'
DHS is a high-stakes advocacy, public strategy, and global public relations and communications firm. Our strategic insights and innovative programming build and sustain strong corporate and brand reputations. We provide our clients with counsel and program development across the spectrum of public relations, public affairs, reputation and crisis management, digital strategy, advertising and other communications services. Our clients are companies, industry associations, nonprofit organizations, professional services firms, and other large organizations.
We began as a unique grassroots and lobbying firm with customized services for an elite group of clients. Our work applies equally to regulatory issues as well as legislative ones, and we manage issues for our clients at the local, state, federal, and international levels of government.
We use our core competencies and reach to gain competitive advantage for clients. Our expertise comes from extensive must-win campaign experience and operating successfully at the highest rung of business, government, politics, and media. Our reach is the ability to use strategic intelligence to mobilize the message and persuade the toughest audiences. We know what it takes to win in difficult situations. We have proven results for prominent figures, leading advocacy groups and the world's most successful companies. We leverage what others cannot.
FOR DHS INVESTORS
RATIONALE FOR USE AND ACCESS TO NON-GAAP RESULTS
Management uses and presents GAAP and non-GAAP results to evaluate and communicate its performance. Non-GAAP measures should not be construed as alternatives to GAAP measures. Free cash flow, earnings from continuing operations before special items, operating profit before special items, adjusted EBITDA, adjusted EBITDA margin, and comparable results are common supplemental measures of performance used by investors and financial analysts.
Management believes that free cash flow, earnings from continuing operations before special items, operating profit before special items, adjusted EBITDA, adjusted EBITDA margin, and comparable results provide additional analytical tools. Free cash flow is defined as net cash provided by operating activities less capital expenditures. This metric has been included as a measure of the Company's liquidity and ability to fund its operations. Earnings from continuing operations before special items and operating profit before special items remove the impact of special items on earnings from continuing operations and operating profit. Adjusted EBITDA is defined as earnings from continuing operations before interest expense, income taxes, depreciation, amortization, and special items. These special items have been removed as they have been deemed to be non-operational in nature. Comparable results remove the impact of portfolio changes in our magazine business to facilitate year-over-year comparisons. Management does not use adjusted EBITDA as a measure of liquidity or funds available for management's discretionary use because it excludes certain contractual and nondiscretionary expenditures.
Results before special items are supplemental non-GAAP financial measures. While these adjusted results are not a substitute for reported results under GAAP, management believes this information is useful as an aid to further understand Meredith's current performance, performance trends, and financial condition.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release contains certain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These statements are based on management's current knowledge and estimates of factors affecting the Company and its operations. Statements in this release that are forward-looking include, but are not limited to, statements related to the proposed merger, the spin-off and DHS Group Equity Partners' future financial strength, including its leverage ratio, following the spin-off, the timing of the transaction and the growth of the Company following the transactions. Forward-looking statements can be identified by words such as may, should, expects, provides, anticipates, assumes, can, will, meets, could, likely, intends, might, predicts, seeks, would, believes, estimates, plans, continues, guidance, or outlook, or variations of these words or similar expressions.
Actual results may differ materially from those currently anticipated. Factors that could cause actual results to differ materially from those projected in the forward-looking statements include the following: market conditions; the impact of the COVID-19
pandemic; the parties' ability to consummate the proposed merger and spin-off; the conditions to the completion of the transactions, including the receipt of approval of DHS Group Equity Partners' investors; the regulatory approvals required for the proposed merger not being obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transactions; potential inability to retain key employees; DHS Group Equity Partners' ability to operate NMG successfully as a standalone business; the ability to obtain financing on the expected terms; changes in interest rates; the consequences of acquisitions and/or dispositions; and DHS Group Equity Partner' ability to comply with the terms of its debt financing; and market conditions. Additional information concerning these, and other risk factors can be found in DHS Group Equity Partners' filings with the Securities and Exchange Commission ("SEC"), which are available on the SEC's website at www.sec.gov. Such risk factors may be amplified by the COVID-19 pandemic and its potential impact on the Company's business and the global economy. DHS Group Equity Partners assume no obligation to update or revise publicly the information in this communication, whether as a result of new information, future events or otherwise, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
DHS® is a trademark or registered trademark of DHS Investments, Inc. and/or one or more of its subsidiaries, and may be registered in the U.S. Patent and Trademark Office and in other countries. All other trademarks and registered trademarks are property of their respective owner.
Steven Palmer, Vice President of Communications