KORE Group, a global pure-play Internet of Things hyperscaler and provider of IoT connectivity, solutions and analytics, has entered into a definitive agreement to be acquired by private equity firms Searchlight Capital Partners and Abry Partners in an all-cash transaction valued at approximately $726 million.
Under the terms of the agreement, Searchlight and Abry will acquire all outstanding shares of KORE common stock not already owned by them for $9.25 per share in cash. The purchase price represents a 691% premium to KORE’s closing share price on December 18, 2024, the last trading day prior to Searchlight amending its Schedule 13D to indicate it may seek further investment or a full acquisition, and a 132% premium to the November 3, 2025 closing price, the last trading day before Searchlight and Abry submitted a $5.00 per share proposal.
The KORE Board of Directors unanimously approved the transaction at a special meeting, following the recommendation of a Special Committee comprised solely of independent directors and advised by independent financial and legal counsel. The Special Committee was formed to evaluate strategic alternatives and assess the fairness and advisability of potential transactions for unaffiliated stockholders. Upon closing, KORE will operate as a privately held company.
Abry currently beneficially owns approximately 28% of KORE’s outstanding common stock. Searchlight holds all of KORE’s Series A-1 preferred stock, which carries a liquidation preference of approximately $275 million, and warrants to purchase roughly 14% of the company’s common shares on a fully diluted basis. The transaction will consolidate ownership by acquiring all remaining publicly held shares.
Closing of the transaction is subject to customary conditions, including approval by holders of a majority of the voting power of outstanding shares entitled to vote and approval by a majority of votes cast by stockholders other than Searchlight, Abry, affiliated board members and certain officers. The deal also requires regulatory clearances, including under the Hart-Scott-Rodino Antitrust Improvements Act and review by the Committee on Foreign Investment in the United States. The transaction is not subject to a financing condition and is expected to close in the second or third quarter of 2026.
Concurrent with signing, Cerberus Telecom Acquisition Holdings, LLC, the SPAC sponsor, entered into a voting and support agreement in favor of the transaction. Searchlight and Abry also executed voting, support and rollover agreements, and certain other stockholders holding up to 2,500,000 shares are expected to enter similar agreements. These arrangements would terminate if the merger agreement is terminated to allow KORE to accept a superior proposal, among other specified circumstances.
Rothschild & Co is serving as financial advisor to the Special Committee, with Richards, Layton & Finger, P.A. as its legal advisor. Troutman Pepper Locke LLP is acting as legal advisor to KORE. Wachtell, Lipton, Rosen & Katz is advising Searchlight, while Kirkland & Ellis LLP is advising Abry. TD Cowen is acting as financial advisor to Searchlight and Abry.
Founded as a pioneer in mission-critical IoT solutions and services, KORE provides connectivity, analytics and managed services designed to simplify the complexity of IoT deployments for enterprises worldwide. Searchlight manages more than $18 billion in assets, while Abry manages approximately $16 billion and has completed over $90 billion in leveraged and private equity transactions since its founding.
KEY QUOTES
“We are pleased to have reached this agreement with Abry and Searchlight, which unlocks significant value for our stockholders at a substantial premium. This agreement follows a comprehensive review of strategic alternatives by the Special Committee, which unanimously determined this transaction to be the optimal path forward. In addition to delivering immediate value to our stockholders, the partnership with Searchlight and Abry provides KORE with seasoned and strategically aligned investors to accelerate our vision as a private, customer-centric IoT leader. Both firms have an exceptional track record of helping their portfolio companies foster the growth and innovation required to be an industry leader with a loyal and satisfied customer base.”
Ron Totton, Chief Executive Officer and President of KORE
“The KORE Board explored numerous strategic alternatives and carefully considered the best way to position KORE for long-term success. We strongly believe that the transaction with Searchlight and Abry was the best option to position KORE in the IoT marketplace and deliver the highest value to the Company’s stockholders.”
Timothy Donahue, Chairman of KORE’s Board of Directors and Chairman of the Special Committee
