Immediately accretive acquisition elevates Ribbon to market leadership position in Enterprise Session Border Controller and Network Edge Orchestration

June 25, 2018

WESTFORD, Mass. – Ribbon Communications Inc. (Nasdaq: RBBN), a global leader in secure and intelligent cloud communications, today announced that it has signed an agreement to acquire Edgewater Networks, a market leader in Network Edge Orchestration for the small and medium enterprise (SME) and Unified Communications (UC) market. The acquisition is projected to result in Ribbon becoming the market share leader for enterprise Session Border Controllers (SBCs) and Network Edge Orchestration. This acquisition will allow Ribbon to offer its global customer base a complete core-to-edge product portfolio, unrivaled end-to-end service assurance and analytics solutions, and a fully integrated SD-WAN service.

The acquisition expands and enhances Ribbon’s solution offerings to its customers. The combined portfolio is expected to further strengthen the new Ribbon Protect UC security offering with voice and data intelligence from the enterprise edge and customer premises. With the ability to serve the core to the edge of the network, Ribbon will be equipped to provide an end-to-end connection to the enterprise and deliver unparalleled service assurance, security and monitoring capabilities. Upon completion of the transaction, the Kandy Unified Communications as a Service (UCaaS) offering will also be enhanced with the ability to provide analytics and service assurance capabilities across the enterprise network edge. In addition, Ribbon’s Microsoft Skype for Business and Teams offerings will be expanded by Edgewater Networks Intelligent Edge solutions.

“With Edgewater Networks strong, sustained growth in recent years and their complementary solutions set, this acquisition makes sense on a number of fronts for Ribbon, allowing them to strengthen their position in enterprise SBCs,” said Diane Myers, senior research director for IHS Markit. “This is a high synergy, low overlap combination that gives Ribbon a broad product line that serves customers of all sizes and can be offered and distributed through multiple channels.”

“This transaction demonstrates how we are delivering on our strategic objectives and extending our market reach,” said Fritz Hobbs, President and Chief Executive Officer of Ribbon Communications. “The combination of Ribbon Communications and Edgewater Networks creates a best-in-breed, complete platform that extends our leadership position in the SBC, cloud UC, security and analytics markets.”

“The customer footprint of our combined organization is unmatched in the marketplace,” said David Norman, Chief Executive Officer of Edgewater Networks. “The combination of Ribbon and Edgewater Networks will allow us to better serve customers globally and accelerate our pace of innovation in the UC and SD-WAN markets.”

Kevin Riley, Chief Technology Officer and Executive Vice President of Advanced R&D for Ribbon Communications commented, “Together, Ribbon and Edgewater Networks’ solutions address the entire enterprise market. Communications Service Providers, Managed Service Providers and Systems Integrators will have a comprehensive product line and support organization to deliver services to the rapidly expanding Unified Communications market.”

Overview of Edgewater Networks

• Edgewater Networks is a private company, founded in 2002.
• Edgewater Networks has more than 635,000 actively deployed edge devices and more than 20 million connected endpoints.
• Edgewater Networks has approximately 80 employees and is headquartered in San Jose, California.

Transaction Details

• At the closing of the merger agreement, Ribbon will pay Edgewater Networks shareholders an aggregate of $110 million, subject to customary post-closing net working capital and debt adjustments, comprised of:
  • $50 million of cash (subject to customary net working capital adjustments) to be paid at the time of closing and to be funded through Ribbon’s existing credit facility.
  • $30 million of deferred cash payments, to be funded through existing operating cash flows and completed within 18 months from the closing date.
  • $30 million of Ribbon common stock to be issued at the time of closing, not to exceed 5.2 million shares.
• The transaction is expected to close in the third quarter of 2018 and is subject to customary closing conditions and regulatory approvals.

Edgewater Networks Financial Highlights

• Edgewater Networks revenue was $64 million in 2017 and $50 million in 2016, primarily derived from sales within the U.S. Over the past four years, Edgewater Networks has recorded annual double-digit sequential revenue growth.
• Adjusted EBITDA1 was $4 million in 2017, a 98% increase compared to $2 million in 2016.

• The transaction is expected to be immediately accretive to Ribbon’s Adjusted EBITDA and Non-GAAP EPS post-closing.

• Please see the reconciliation of non-GAAP and GAAP financial measures in the press release appendix.

Key Takeaways

• The combination is expected to make Ribbon a market leader in enterprise SBCs from SMEs all the way up to large enterprises.
• The acquisition of Edgewater Networks differentiates and extends Ribbon’s leadership position in the SBC, cloud, security and analytics markets by offering the only portfolio of edge-to-core solutions to service providers and enterprises of all sizes.
• The acquisition allows Ribbon to take Edgewater Networks solutions to market globally with a much larger distribution channel.
• The Edgewater Networks portfolio enhances multiple Ribbon offerings and strategic initiatives, including Kandy UCaaS, Ribbon Protect and Microsoft Skype for Business and Teams solutions.
• Edgewater Networks’ SD-WAN service provides Ribbon customers with a complete solution for the SME market.

Advisors

TAP Advisors LLC served as Ribbon’s financial advisor, Latham & Watkins LLP served as Ribbon’s legal advisor and Ernst & Young LLP served as Ribbon’s advisor for financial diligence and related matters. AGC Partners served as Edgewater Networks’ financial advisor and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP served as Edgewater Networks’ legal advisor.