Lionbridge Enters into a Definitive Agreement to be Acquired by H.I.G. Capital
Stockholders to Receive $5.75 in Cash per Share; Transaction Valued at Approximately $360 Million
Equity Value
WALTHAM, MA – December 12, 2016 - Lionbridge Technologies, Inc. (Nasdaq: LIOX), today
announced that it has signed a definitive agreement to be acquired by an affiliate of H.I.G. Capital, LLC
(“H.I.G.”), a leading global private equity investment firm. Under the terms of the agreement, Lionbridge
stockholders will receive $5.75 per share in cash for each share of Lionbridge common stock,
representing a 17% premium over Lionbridge’s 60 day-weighted average price per share as of December
09, 2016.
H.I.G. is a leading global private equity investment firm with $21 billion of equity capital under
management. The firm invests in companies throughout the U.S. Europe and Latin America and aligns
itself with committed management teams to help build businesses of significant value. The H.I.G. team of
over 250 investment professionals has substantial operating, consulting, technology and financial
management experience, enabling the firm to contribute meaningfully to its portfolio companies to help
them achieve their operating and financial objectives.
“We are pleased to announce this agreement,” said Rory Cowan, Chairman and CEO of Lionbridge. “The
acquisition will allow Lionbridge to continue to focus on providing the most innovative language and
technology solutions to more than 800 world-leading brands, while accelerating our proven leadership in
global content and communications. Our Board of Directors believes this transaction is in the best interest
of our stockholders and affirms Lionbridge’s tremendous value and market-leadership.”
“We believe Lionbridge is a uniquely positioned global content and communications company with
exceptional service and capabilities, strong relationships with its global client base, and tremendous
potential for further growth,” said Matt Lozow, a Managing Director at H.I.G. “Lionbridge is a strong
company with innovative crowd-in-the-cloud business models and a world-class team. We look forward to
working with Lionbridge management through the Company’s next phase of growth and development.”
Members of Lionbridge’s Board of Directors voting on the matter have unanimously approved the merger
agreement and agreed to recommend that stockholders adopt the agreement.
Lionbridge will undertake a 45-day “go-shop” period, commencing immediately, during which the
Lionbridge Board, with the assistance of its financial and legal advisors, will actively solicit, evaluate and
potentially enter into negotiations with parties who offer alternative proposals. There can be no assurance
that this process will result in a superior offer. The Company does not expect to disclose developments
with respect to the solicitation process unless and until the Board has made a decision with respect to any
potential superior proposal.
Closing of the transaction is subject to customary closing conditions, including, among others, the
affirmative vote in favor of the transaction by holders of a majority of the Company’s outstanding common
stock and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976. It is anticipated that the special meeting of Lionbridge’s stockholders to vote on the transaction will
be held in the first quarter of 2017, and, if the transaction is approved, the merger would be expected to
close shortly thereafter.
The transaction will be financed through a combination of debt and equity financing, as well as potentially
cash and cash equivalents on Lionbridge’s balance sheet. H.I.G. has received debt financing
commitments to finance the transaction. There is no financing condition to the obligations of the equity
sponsors to consummate the transaction.
Union Square Advisors LLC is acting as exclusive financial advisor to Lionbridge and provided a fairness
opinion to the special committee of the Board of Directors of Lionbridge. Credit Suisse Securities (USA)
LLC is acting as lead financial advisor to H.I.G. in connection with the proposed transaction. Goodwin
Procter LLP is acting as legal advisor for Lionbridge, and Kirkland & Ellis is acting as legal advisor to
H.I.G.
Additional Information about the Proposed Transaction and Where to Find It
Lionbridge plans to file with the U.S. Securities and Exchange Commission and furnish its stockholders
with a proxy statement in connection with the proposed transaction with H.I.G. Investors and security
holders of Lionbridge are urged to read the proxy statement and the other relevant materials when they
become available because such materials will contain important information about Lionbridge, H.I.G. and
its affiliates and the proposed transaction. The proxy statement and other relevant materials (when they
become available), and any and all other documents filed by Lionbridge with the Commission, may be
obtained free of charge at the Commission’s website at www.sec.gov.
In addition, investors may obtain a free copy of Lionbridge’s filings from Lionbridge’s website at
http://investors.lionbridge.com or by directing a request to: Lionbridge Technologies, Inc. 1050 Winter
Street, Suite 2300, Waltham, Massachusetts, attn: Investor Relations or at
investor.relations@lionbridge.com.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE
OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION.
Participants in the Solicitation
Lionbridge and its directors and executive officers may be deemed to be participants in the solicitation of
proxies from the security holders of Lionbridge in connection with the proposed transaction. Information
about those directors and executive officers of Lionbridge, including their ownership of Lionbridge
securities, is set forth in the proxy statement for Lionbridge’s 2015 Annual Meeting of Stockholders, which
was filed with the Commission on March 21, 2016, as supplemented by other Lionbridge filings with the
Commission. Investors and security holders may obtain additional information regarding the direct and
indirect interests of Lionbridge and its directors and executive officers in the proposed transaction by
reading the proxy statement and other public filings referred to above.
Cautionary Statement Regarding Forward-Looking Statements
This release contains certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding the proposed transaction with H.I.G., the timing of the closing of
the transaction, the expected impact of the transaction on Lionbridge’s business, plans and expectations
for the go-shop and Lionbridge’s plans with regard to the proxy statement. Lionbridge intends such
forward-looking statements to be covered by the Safe Harbor provisions for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for
purposes of complying with these Safe Harbor provisions. Forward-looking statements, which are based
on certain assumptions and describe future plans, strategies and expectations of Lionbridge, may be
identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “project,” or similar expressions.
Investors should not rely on forward-looking statements because they are subject to a variety of risks,
uncertainties and other factors that could cause actual results to differ materially from such forward-
* Based on total capital commitments managed by H.I.G. Capital and affiliates.
looking statements. Certain factors which could cause actual results to differ materially from the forward-
looking statements include, but are not limited to, general economic conditions; uncertainties as to the
timing of the acquisition; uncertainties as to whether H.I.G. will be able to consummate the acquisition;
uncertainties as to whether Lionbridge’s stockholders will provide the requisite approval for the
acquisition; the possibility that competing offers will be made; the possibility that certain conditions to the
consummation of the acquisition will not be satisfied, including without limitation the parties will be unable
to obtain antitrust clearance on a timely basis or at all; the possibility that Lionbridge’s stockholders will
file lawsuits challenging the acquisition; the diversion of Lionbridge’s management time and attention to
issues relating to the acquisition; operating costs, customer loss and business disruption (including,
without limitation, difficulties in maintaining relationships with employees, customers or business partners)
occurring prior to completion of the acquisition or if the acquisition is not completed; the difficulty retaining
certain key employees of Lionbridge as a result of the announcement of the acquisition; the possibility
that costs, fees, expenses or charges Lionbridge incurs in connection with the acquisition are greater than
expected; the possibility that the merger agreement may be terminated in circumstances that require
Lionbridge to reimburse certain expenses to or pay a termination fee to H.I.G. or its affiliates related to the
acquisition; and changes in the economic and financial conditions of the businesses of Lionbridge and
H.I.G.; and those risks and uncertainties discussed in Lionbridge’s Annual Report on Form 10-K for the
year ended December 31, 2015 and under the heading “Risk Factors,” as updated from time to time by
Lionbridge’s Quarterly Reports on Form 10-Q and other documents subsequently filed with the
Commission. Except as may be expressly required by law, Lionbridge undertakes no obligation to update
any forward-looking statements, which speak only as of the date of this release. All forward-looking
statements in this release are qualified in their entirety by this cautionary statement.
About Lionbridge
Lionbridge enables more than 800 world-leading brands to increase international market share, speed
adoption of products and effectively engage their customers in local markets worldwide. Using our
innovative cloud technology platforms and our global crowd of more than 100,000 professional cloud
workers, we provide translation, online marketing, global content management and application testing
solutions that ensure global brand consistency, local relevancy and technical usability across all touch
points of the customer lifecycle. Based in Waltham, Mass., Lionbridge maintains solution centers in 28
countries. To learn more, visit http://www.lionbridge.com.
About H.I.G. Capital
H.I.G. is a leading global private equity and alternative assets investment firm with $21 billion of equity
capital under management.* Based in Miami, and with offices in New York, Boston, Chicago, Dallas, Los
Angeles, San Francisco, and Atlanta in the U.S., as well as international affiliate offices in London,
Hamburg, Madrid, Milan, Paris, Bogotá and Rio de Janeiro, H.I.G. specializes in providing both debt and
equity capital to small and mid-sized companies, utilizing a flexible and operationally focused/ value-
added approach:
1. H.I.G.’s equity funds invest in management buyouts, recapitalizations and corporate carve-
outs of both profitable as well as underperforming manufacturing and service businesses.
2. H.I.G.’s debt funds invest in senior, unitranche and junior debt financing to companies across
the size spectrum, both on a primary (direct origination) basis, as well as in the secondary
markets. H.I.G. is also a leading CLO manager, through its WhiteHorse family of vehicles, and
manages a publicly traded BDC, WhiteHorse Finance.
3. H.I.G.’s real estate funds invest in value-added properties, which can benefit from improved
asset management practices.
Since its founding in 1993, H.I.G. has invested in and managed more than 200 companies worldwide.
The firm's current portfolio includes more than 100 companies with combined sales in excess of $30
billion. For more information, please refer to the H.I.G. website at www.higcapital.com.
Contacts:
Sara Buda
Lionbridge Technologies Inc.
sara.buda@lionbridge.com
P 978.964.1404
Matt Lozow
Managing Director, H.I.G. Capital
mlozow@higcapital.com
P 305.379.2322
www.higcapital.com