DragonWave/NSN Deal Close To Closing

After filing an amendment to its prior purchase agreement, Canada’s DragonWave Inc. apparently is one step closer to buying Nokia Siemens Networks’ microwave transport business, including its associated operational support system (OSS) and related support functions.

“The amended agreement simplifies the transaction, and is intended to provide both companies with greater flexibility to adapt to changing market environments and enhance the delivery of customer-valued product features,” the buyer says. “In accordance with the amended agreement the planned closing date is June 1, 2012, subject to closing conditions.”

Terms of the amended agreement name DragonWave as the preferred strategic supplier of packet microwave and related products to Nokia Siemens Networks; the two companies will coordinate technology-development activities jointly.

The NSN microwave transport assets in Italy, including its employees, will not transfer to DragonWave under the amended agreement.

“DragonWave believes the acquisition and associated supply agreements will accelerate innovation in backhaul products, supporting world-class microwave solutions for mobile operators,” it adds. “NSN is to retain responsibility for its existing solution sales and associated services for microwave transport. DragonWave will be responsible for developing and manufacturing the microwave transport products.”

Here’s the financial stuff: The NSN business is being purchased through one of DragonWave’s wholly owned subsidiaries, DragonWave S.à r.l., and other indirect wholly owned subsidiaries. The purchase price at closing will include approximately $15.4 million in cash, subject to customary purchase price adjustments, and common shares of DragonWave with a value of $6.5 million, subject to a lock-up restricting sale or disposition of the shares (subject to customary exceptions).

DragonWave also will acquire other assets under a capital asset lease or other deferred sale arrangements with a value of approximately $4.7 million. DragonWave says it is financing this deal through a combination of cash on its balance sheet and increased debt facilities provided by Comerica Bank and Export Development Canada.

Other Deals

DragonWave’s acquisition of the operations in China should wrap sometime during the second half of 2012, once all of the licenses and permissions to do so are in place. Some 130 NSN employees based in Shanghai would transfer to DragonWave at that time.