MBND Multiband Corp. (MM)

PLANO, Texas, Aug. 30, 2013 /PRNewswire/ -- Goodman Networks Incorporated, a privately-held leader in the design, engineering, construction, deployment, integration and maintenance of converging wireless networks, today announced it has completed the acquisition of Multiband Corporation (NASDAQ: MBND), a leader in engineering, installation and maintenance services for DIRECTV and other service providers in the United States.  Multiband provides Goodman Networks with customer diversification, a large and talented work force and new strategic capabilities.  The combination of these two companies will allow Goodman Networks to continue to serve its current customers, while enabling them to support emerging wireless opportunities, such as the evolution toward Small Cell architectures currently occurring in the industry.

Multiband will be operated as a wholly-owned subsidiary of Goodman Networks, with Multiband's more than 3,000 employees remaining under the leadership of James Mandel, Multiband's CEO, who will report directly to Ron Hill, Goodman Networks' President and Chief Executive Officer. Under the terms of the merger agreement, Goodman Networks paid $3.25 per Multiband common share, paid the accrued and unpaid dividends on and liquidation preference with respect to all of Multiband's outstanding preferred stock and repaid Multiband's outstanding bank indebtedness in an all cash transaction totaling approximately $102.4 million.  

Guided by an experienced management team, Multiband has grown its revenues from just $6.5 million in 1998 to over $300.0 million in 2012. This success has included the development of a 12-year strategic relationship with DIRECTV, which has resulted in Multiband performing approximately 28% of all of DIRECTV's outsourced installations, maintenance and upgrades for residents of single-family homes and multifamily dwellings during 2012.  Multiband is the largest nationwide DIRECTV master system operator in the Multi-Dwelling Unit market and supplies satellite Internet solutions for homes and businesses in many markets across the country.

Letters of transmittal directing Multiband common and preferred stockholders of record to deliver their share certificates in exchange for payment of the merger consideration will be distributed promptly.  Stockholders of record should be in receipt of the letter of transmittal before surrendering their share certificates.  Stockholders who hold shares through a bank or broker will not have to take any action to receive the merger consideration in exchange for their shares, as such process will be handled by the bank or broker.

Trading of Multiband's common stock on the NASDAQ Capital Market System will be suspended following the close of markets today and Goodman Networks expects that NASDAQ will file a notification of removal of listing and registration on Form 25 with the Securities and Exchange Commission ("SEC") with respect to Multiband's common stock following the close of markets today.  Multiband intends to deregister its common stock and to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing a Form 15 with the SEC.

About Goodman Networks

Goodman Networks, a TL9000-V (R5.0) registered telecommunications Services Company, helps its customers design engineer, construct, deploy, integrate and maintain converging networks. Since its founding in 2000, Goodman Networks has grown to become one of the largest end-to-end communications solutions providers in the United States. The growth of Goodman Networks is a reflection of its reputation for completing communications projects with industry-leading quality and on-time performance metrics at competitive prices. As a leader in telecom services innovation and integration, Goodman Networks is committed to continual investment in its people, processes and systems. Additional information can be found at www.goodmannetworks.com.

Forward-Looking Statements

Statements within this press release that are not historical fact are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements about the business combination transaction involving Goodman Networks and Multiband, including future financial and operating results, the combined company's plans, objectives, goals, strategies, future events or performance, expectations and intentions and other statements that are not historical facts. These statements are subject to uncertainties and risks that could cause actual results to differ materially from those set forth in the forward-looking statements including, but not limited to: (i) the risk that the benefits from the proposed transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, and the degree of competition in the geographic and business areas in which we operate; (ii) the ability to promptly and effectively integrate the business of Multiband and CSI into our company; (iii) the reaction of the companies' customers, employees and counterparties to the transaction; (iv) diversion of management time on merger-related issues; (v) changes in credit ratings, interest rates, leverage, and economic conditions and the impact of these factors on our cost of borrowing and access to capital markets; and (vi) other risks described in Goodman Networks' registration statement on Form S-4 on file with the SEC. Forward-looking statements speak only as of the date they were made, and the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

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SOURCE Goodman Networks