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Published on 6/22/2007 in the Prospect News Special Situations Daily.

Mitel will not increase offer price for Inter-Tel

By Lisa Kerner

Charlotte, N.C., June 22 - Mitel Networks Corp. said it cannot increase its offer price in its merger agreement to acquire Inter-Tel (Delaware), Inc.

Inter-Tel sought a purchase price higher than Mitel's $25.50-per-share offer. Mitel believes its current offer provides Inter-Tel stockholders with fair value, greater certainty of closure, less risk and a 10% higher price than any party, including company founder Steven G. Mihaylo.

Inter-Tel's special committee already determined that Mihaylo's recapitalization proposal was not reasonably likely to lead to a transaction more favorable than the one offered by Mitel. Mihaylo recommended that the company use $200 million from its cash reserves and an additional $200 million of borrowings to begin a tender offer to purchase, after expenses and break-up fees, some 13.4 million Inter-Tel shares at $28.00 per share, a company news release stated.

Terminating the merger agreement would trigger a $20 million termination fee payable to Mitel.

On April 26, Mitel agreed to acquire Inter-Tel for $723 million. Both companies' boards have approved the transaction, which is expected to close in the third quarter of 2007.

"The market is consolidating and in the absence of a more favorable merger offer, Inter-Tel may be left out, with a leveraged balance sheet, unable to effectively compete against larger, well capitalized entrants," Mitel chief executive officer Don Smith said in a letter to Inter-Tel.

"We continue to believe that Mitel's $25.60 merger is in the best interests of Inter-Tel shareholders, employees and business partners and we look forward to concluding this transaction with Inter-Tel shareholders."

Mitel, based in Ottawa, provides unified communications solutions and services for business customers.

Tempe, Ariz.-based Inter-Tel specializes in applications using networks and server-based communications software.


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