Marlin Equity Partners Enters into
Agreement to Acquire
Telecom Expense Management Leader
Tangoe, Inc.
Tangoe to be combined with Asentinel
to create a market leader
LOS
ANGELES, Calif., ORANGE, Conn. and MEMPHIS, Tenn. April 28, 2017 – Marlin Equity Partners (“Marlin”),
a global investment firm, announced today that it has entered into a definitive agreement to acquire all outstanding shares of
Tangoe, Inc. (OTCPK: TNGO) (“Tangoe”) for $6.50 per share in cash. Tangoe is a global leader in telecom expense management
(“TEM”) solutions that enable enterprises to manage and optimize spend across multiple IT categories by providing visibility
into the complex processes associated with their assets and expenses.
“After careful consideration and deliberation,
our Board of Directors concluded that the sale of Tangoe to Marlin was in the best interest of Tangoe and its shareholders,”
said Jerry Kokos, Executive Chairman of Tangoe. “Given its deep bench of operational resources and excellent track record
of acquiring and growing businesses in the TEM market, Marlin is an ideal partner for Tangoe. This transaction provides the opportunity
for immediate and substantial value to Tangoe shareholders, while also allowing Tangoe greater flexibility to execute on its long-term
strategic vision.”
At closing, Marlin intends to combine Tangoe with
its existing portfolio company Asentinel, a provider of TEM software and services. The combination would create a market leader
managing more than $38 billion of IT and telecom spend on behalf of over 1,300 customers worldwide. The new company would operate
under the Tangoe brand with Jim Foy continuing to serve as CEO, with Tim Whitehorn, CEO of Asentinel, serving as the Chief Product
Officer.
“We are excited about the opportunity to
partner with Marlin and combine with Asentinel, and see tremendous benefit in combining Tangoe’s global scale and comprehensive
offering with Asentinel’s heritage of technological innovation,” said Mr. Foy. “The breadth and depth of our
combined product and service capabilities, delivered on a global scale, should enable us to provide a compelling value proposition
to our customers,” added Mr. Whitehorn.
“We look forward to working closely with
the Tangoe and Asentinel teams to develop world-class solutions and drive customer success,” said Peter Chung, a principal
at Marlin. “This agreement further supports Marlin’s long-term commitment to the TEM market and the value we believe
these solutions deliver to customers.”
Tangoe’s Board of Directors has approved
and will recommend Marlin’s proposal to acquire all outstanding common shares of Tangoe not already owned by Marlin
for $6.50 in cash per share, subject to various conditions. Under the terms of the merger agreement, an affiliate of Marlin
is required to commence a tender offer to acquire all outstanding shares of Tangoe’s outstanding common stock at $6.50 per
share in cash no later than May 12, 2017. The merger agreement also provides that, promptly after the closing of the tender offer,
any shares not tendered in the tender offer will be acquired by Marlin in a second-step merger at the same cash price as paid in
the tender offer. Closing of the tender offer and closing of the merger are subject to certain conditions, including the satisfaction
of a minimum tender condition, completion of a 30-day go-shop period, expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions. If certain of these conditions
are not satisfied, the parties have the right under specified
circumstances to elect to terminate the tender offer
and solicit proxies from Tangoe’s stockholders for a stockholder vote to approve the merger agreement. Tangoe may terminate
the merger agreement to accept a superior proposal, but in such cases Marlin would be entitled to receive a termination fee. If
the transaction fails to close as a result of a financing failure, Tangoe is entitled to receive a reverse termination fee.
The transaction is expected to close late in the
second quarter of 2017. For further information regarding the terms and conditions contained in the definitive merger agreement,
please see Tangoe’s Current Report on Form 8-K, which will be filed in connection with this transaction.
Schulte Roth & Zabel LLP is acting as legal
counsel to Marlin. Stifel, Nicolaus & Company, Inc. is acting as financial advisor to Tangoe and Wilmer Cutler Pickering Hale
and Dorr LLP is acting as legal counsel to Tangoe.
Important Additional Information Will Be Filed
with the SEC
This press release is neither an offer to purchase
nor a solicitation of an offer to sell shares of Tangoe.
At the time the tender offer is commenced, Marlin
will file with the SEC and mail to Tangoe’s stockholders a Tender Offer Statement and Tangoe will file with the SEC and mail
to its stockholders a Tender Offer Solicitation/Recommendation Statement in connection with the transaction. These will contain
important information about Marlin, Tangoe, the transaction and other related matters. Investors and security holders are urged
to read each of these documents carefully when they are available.
Investors and security holders will be able to
obtain free copies of the Tender Offer Statement, the Tender Offer Solicitation/Recommendation Statement and other documents filed
with the SEC by Marlin and Tangoe through the web site maintained by the SEC at www.sec.gov. In addition, investors and security
holders will be able to obtain free copies of these documents from Marlin or Tangoe by contacting: Okapi Partners LLC, Attn: Pat
McHugh, 1212 Avenue of the Americas, 24th Floor, New York, NY 10036, or by telephone toll free at (877) 305-0857 or collect at
(212) 297-0720; or Tangoe, Inc., Attn: Corporate Secretary, 35 Executive Boulevard, Orange, Connecticut 06477, or by telephone
at (203) 859-9300.
Tangoe plans to file with the SEC and, under certain
circumstances, mail to its stockholders a Proxy Statement in connection with the transaction. The Proxy Statement will contain
important information about Marlin, Tangoe, the transaction and related matters. Investors and security holders are urged to read
the Proxy Statement carefully when it is available.
Investors and security holders will be able to
obtain free copies of the Proxy Statement and other documents filed with the SEC by Marlin and Tangoe through the web site maintained
by the SEC at www.sec.gov.
In addition, investors and security holders will
be able to obtain free copies of the Proxy Statement from Tangoe by contacting its Corporate Secretary.
Marlin and Tangoe, and their respective directors
and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated
by the merger agreement. As of April 25, 2017, Tangoe’s directors and executive officers beneficially owned approximately
960,078 shares, or 2.4%, of Tangoe’s common stock. In addition, Tangoe’s directors and executive officers are also
parties to agreements with Tangoe pursuant to which they will be entitled to receive payments upon the consummation of the merger,
as provided in the merger agreement. As of April 25, 2017, Marlin beneficially owned 4,094,599 shares, or approximately 10.4%,
of Tangoe’s common stock. A more complete description of the interests of Tangoe’s directors and executive officers
and any other participants in the solicitation will be available in the Proxy Statement.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release regarding the
proposed transaction between Marlin, Asentinel and Tangoe, the expected timetable for completing the transaction, benefits and
synergies of the transaction, future opportunities for the combined company and any other statements about Marlin, Asentinel or
Tangoe managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. Any statements
that are not statements of historical fact (including statements containing the words “believes,” “plans,”
“anticipates,” “expects,” “estimates,” and similar expressions) should also be considered to
be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially
from those indicated by such forward-looking statements, including: the ability to consummate the transaction, the ability of Asentinel
to successfully integrate Tangoe’s operations and employees and the ability to realize anticipated synergies and cost savings.
Except as otherwise required by law, Marlin, Asentinel and Tangoe disclaim any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of this press release.
About Marlin Equity Partners
Marlin Equity Partners is a global investment firm
with over $6.7 billion of capital under management. The firm is focused on providing corporate parents, shareholders and other
stakeholders with tailored solutions that meet their business and liquidity needs. Marlin invests in businesses across multiple
industries where its capital base, industry relationships and extensive network of operational resources significantly strengthen
a company’s outlook and enhance value. Since its inception, Marlin, through its group of funds and related companies, has
successfully completed over 100 acquisitions. The firm is headquartered in Los Angeles, California with an additional office in
London. For more information, please visit www.marlinequity.com.
About Tangoe
Tangoe, Inc. is a leading global provider
of IT and Telecom Expense Management (TEM) software and related services to a wide range of global enterprises and service providers. Tangoe helps
companies transform the management of IT assets, services, expenses, and usage to create business value, increase efficiency, and
deliver a positive impact to the bottom line. Additional information about Tangoe can be found at www.tangoe.com.
Tangoe is a registered trademark of Tangoe,
Inc.
About Asentinel
Asentinel, a leading provider of Technology and
Telecom Expense Management (TEM) and Mobility Managed Services (MMS), meets the needs of customers by providing lifecycle solutions
delivered through a customer-focused, technology-driven SaaS platform. The company serves a growing client base of Global 2000,
Fortune 1000 and multinational entities that rely on the power of TEM and MMS to reduce spend, automate processes, manage inventory
and maximize business intelligence and actionable analytics. For more information, please visit www.asentinel.com.
For Marlin Inquiries:
Marlin Equity Partners
Peter Spasov, 310-364-0100
pspasov@marlinequity.com
For Tangoe Inquiries:
Investors:
ICR, Inc.
Seth Potter, 646-277-1230
investor.relations@tangoe.com
or
Media:
Tangoe, Inc.
Shannon Cortina, 732-637-2010
shannon.cortina@tangoe.com
For Asentinel Inquiries:
Asentinel LLC
Mark Ledbetter, 901-752-6202
mark.ledbetter@asentinel.com
###
