Amdocs Limited, through its wholly owned indirect subsidiary Amdocs Canada Acquisition Corporation (collectively, “Amdocs”), acquired all of the outstanding common shares of Bridgewater Systems Corporation (“Bridgewater”) at a price of $8.20 per share in cash pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act. The aggregate consideration paid was equal to approximately $211 million.
Amdocs is the market leader in customer experience systems innovation. Bridgewater is the leader in intelligent broadband controls and provides pre-integrated solutions for mobile and converged operators to transform their net-works, optimize mobile data growth and innovate with new services.
Bridgewater and Amdocs entered into an arrangement agreement on June 16, 2011. Crescendo Partners II, L.P. Series MI and Crescendo Partners III, L.P. (collectively “Crescendo Partners”) entered into support agreements under which they agreed to vote in favour of the arrangement, which agreements related to approximately 10.5 per cent of the outstanding common shares of Bridgewater. The directors, senior officers and certain institutional shareholders of Bridgewater, holding together approximately 24.8 per cent in the aggregate of the issued and outstanding common shares of Bridgewater, also entered into support agreements under which they agreed to vote in favour of the arrangement.
The arrangement was approved by Bridgewater's shareholders on August 5, 2011. A final order was issued by the Ontario Superior Court of Justice approving the arrangement on August 12, 2011. The arrangement was completed on August 17, 2011.
Bridgewater was represented by Fraser Milner Casgrain LLP with a team comprising Andrea Johnson, Charles Spec-tor, Giancarlo Salvo, Rob Davis (corporate/securities); Young Park, James Wishart (litigation); Zahra Nurmohamed (tax) and Sandy Walker (competition). Goodwin Procter LLP acted as US legal counsel to Bridgewater with a team comprising Mark Bettencourt (corporate) Scott Webster, Joshua Friedman (benefits) and Todd Hahn (competition).
Amdocs was represented internally by Seth Gerson (Senior Corporate Counsel) and externally by Meitar Liquornik Geva & Leshem Brandwein in Israel with a team comprising Dan Geva, Ronen Bezalel and Talya Gerstler. Goodmans LLP acted as Canadian legal counsel to Amdocs with a team comprising David Matlow, Shevaun McGrath, Leah Ramkaran (corporate/securities); Tom Friedland, Jason Wadden (litigation); Mitch Sherman, Marisa Wyse (tax); Richard Annan (competition); Jana Steele (pensions); Daniel Shapira (real property) and Michelle Dobranowski (employment). WilmerHale LLP acted as US legal counsel to Amdocs with a team comprising Robert Schwed (corporate) and Jeffrey Ayer (competition).
Crescendo Partners was represented by Iain C. Scott and Stephanie Lee of McCarthy Tétrault LLP.