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Polycom Ends Mitel Merger Agreement, Approves Siris Capital Agreement

UPDATE TO ‘Mitel Networks To Acquire Polycom,’ posted April 18

Polycom, Inc.’s board of directors has approved the termination of the company’s previously announced merger agreement with Mitel Networks Corporation. Upon Mitel’s receipt of the requisite termination fee payable under the company’s merger agreement with Mitel, the company will enter into a new merger agreement with Triangle Private Holdings I, LLC and Triangle Private Merger Sub, Inc., entities affiliated with Siris Capital Group, LLC, which was previously described as “Sponsor 1” in Polycom’s filings with the US Securities and Exchange Commission. Under the terms of the new merger agreement, outstanding Polycom common stock shares will be exchanged for $12.50 per share in cash at the completion of the merger. The Siris merger is subject to customary closing conditions, including receipt of stockholder and regulatory approvals, and is expected to close in the third quarter of 2016.

On July 7, 2016, Polycom’s board of directors had received a unilaterally binding offer from Siris to acquire all outstanding shares of Polycom common stock for a price of $12.50 per share in cash and the Polycom board of directors determined that Siris’ proposal constituted a “Company Superior Proposal” under its merger agreement with Mitel. On July 7, Mitel Networks Corporation waived its right to renegotiate its merger agreement with Polycom after receipt of notice of the Polycom board’s determination. As a result, the Polycom board of directors authorized Polycom to terminate the Mitel merger agreement, pay the Mitel termination fee and enter into the Siris merger agreement.

In light of the termination of the agreement with Mitel, Polycom is cancelling its special stockholder meeting currently scheduled for July 29, 2016 to vote on the merger with Mitel.

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