MITEL NETWORKS CORPORATION
Exhibit 10.1
MITEL NETWORKS CORPORATION
000 Xxxxxx Xxxxx
Xxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
July 7, 2016
BY EMAIL
Polycom, Inc.
0000 Xxxxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger, dated as of April 15, 2016 and as thereafter amended (the “Merger Agreement”), by and among Polycom, Inc. (the “Company”), Mitel Networks Corporation (“Parent”) and Meteor Two, LLC. Further reference is made to the letter from the Company to Parent, dated July 7, 2016, regarding the Company Acquisition Proposal received from Siris Capital Group, LLC, which the Company Board has determined is a Company Superior Proposal. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in the Merger Agreement.
Parent hereby waives the “matching period” set forth in Section 5.02(b) of the Merger Agreement. Please indicate that the Company will terminate the Merger Agreement pursuant to Section 9.0l(h) thereof (the “Termination”) by returning a signed copy of this letter and paying the Company Termination Fee in immediately available funds to Parent’s account set forth on Annex A hereto. The Termination shall be automatically effective upon receipt by Parent of the Company Termination Fee.
[Signature page follows]
Please indicate your acceptance and agreement of the foregoing by signing where indicated below and returning a signed copy of this letter to Mitel pursuant to Section 10.05 of the Merger Agreement.
| Very truly yours, | ||
| MITEL NETWORKS CORPORATION | ||
| By: | /s/ Xxxx Xxxxxxx | |
|
| ||
| Xxxx Xxxxxxx | ||
| Vice President, General Counsel & | ||
| Corporate Secretary | ||
| Accepted and Agreed as of the date first written above: | ||||
| POLYCOM, INC. | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
|
| ||||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Chief Financial Officer & Executive Vice President | |||
| cc: | Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. | |
| Xxx Xxxxxx Xxxxx | ||
| Xxxxx Xxxxx, Xxxxx 0000 | ||
| Xxx Xxxxxxxxx, XX 00000 | ||
| Attention: Xxxxxxx X. Xxxxxxx | ||
| Email: xxxxxxxx@xxxx.xxx | ||
| Xxxxxxxx & Xxxxxxxx LLP | ||
| 000 Xxxxxx Xxxxxx | ||
| Xxx Xxxxxxxxx, XX 00000 | ||
| Attention: Xxxxxx X. Xxxxxxxx | ||
| Email: xxxxxxxxx@xxxx.xxx | ||
| Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP | ||
| 0000 Xxxxxx xx xxx Xxxxxxxx | ||
| Xxx Xxxx, XX 00000 | ||
| Attention: Xxxx X. Xxxxxxx | ||
| Email: xxxxxxxx@xxxxxxxxx.xxx | ||
2
