DIALOGIC公司宣布今天和VERAZ networks合并
2010/05/13
CTI论坛(ctiforum)5月13日消息（记者 杨毅）：Dialogic公司和Veraz Networks（NASDAQ代码：VRAZ）今天宣布，双方签订了合并的最终协议。其中，Dialogic Corporation是交互式移动视频服务与应用的领先企业，而Veraz Networks则是宽带优化和下一代交换产品的领先供应商。 合并后公司名称为Dialogic ,新公司将致力成为电信和企业市场的通信产品和服务提供商,原Dialogic CEO Nick Jensen
将出任新公司CEO。
原文如下：
MONTREAL -- (Marketwire) -- 05/12/10 -- Dialogic Corporation, a pioneer
in enabling interactive mobile video services and applications, and Veraz
Networks (NASDAQ: VRAZ), a leading provider of bandwidth optimization
and next generation switching products, today announced that they have
entered into a definitive agreement to merge.
After closing, the name of the merged company will be Dialogic, and it
will be a global leader in communications products and services to the
telecommunications service provider and enterprise markets. The merged
company is expected to be led by Nick Jensen as Chairman of the Board
and Chief Executive Officer (current Chairman of the Board and Chief Executive
Officer of Dialogic), and Doug Sabella as President and Chief Operating
Officer (current Veraz President and Chief Executive Officer), with headquarters
in San Jose, CA.
"While the capability of mobile networks around the world has been steadily
expanding, the future will bring even greater demands on the networks
due to the unprecedented growth in global mobile data and video traffic,"
said Nick Jensen, Chairman of the Board and CEO of Dialogic. "By combining
Dialogic's proven expertise in application enablement for voice and video
with Veraz's leadership in voice, data, session control, security, and
transport, we will be creating a company with innovative products that
will enable our customers to unleash the profit of video, voice and data
for 3G/4G networks."
Over 80% of the Fortune 2000 companies and service providers worldwide
rely on Dialogic's application-enabling technologies, putting Dialogic
at the forefront of enabling high quality video on wireless and wireline
networks. Today, over 130 service providers in over 80 countries rely
on Veraz's next generation switching and bandwidth optimization products
and services to leverage the power of IP to deliver high quality voice
and data services while lowering their operational and capital costs.
"The merger of Veraz and Dialogic will create a new and exciting company
with the product portfolio and resources to be a true mission critical
supplier to service providers," said Doug Sabella, President and CEO of
Veraz Networks. "The combination of Veraz's direct global footprint and
Dialogic's channels will create a company of substantial size with global
reach and resources, thus allowing our customers to be extremely confident
when they choose to partner with us."
Following the merger and subsequent integration of the two companies,
on an annualized basis (after excluding adjustments to revenue and expenses
under purchase accounting rules, transaction related costs and one-time
charges), the merged company revenues are expected to be greater than
$250 million with gross margins of 60-65% and EBITDA of 10-15% of revenues
(earnings before interest, taxes, depreciation, amortization, and stock
compensation expenses and including expected operational cost synergies).
The merged company will have a diverse customer base with no customer
concentration.
Under the terms of the agreement, unanimously approved by each company's
Board of Directors, Veraz will issue shares of its common stock to each
Dialogic shareholder so that following the closing of the transaction,
Dialogic shareholders will own approximately 70% and Veraz shareholders
will own approximately 30% of the merged company. For further information
regarding the acquisition agreement, interested parties should refer to
the Form 8-K filed by Veraz on or about this date. The transaction is
expected to close in the second half of 2010, subject to regulatory approvals,
shareholder approvals, and customary closing conditions.
Veraz is currently traded on NASDAQ and it is expected that the merged
company will continue to be traded on NASDAQ. The merged company is expected
to benefit from operational cost synergies and is expected to realize
revenue synergies by combining complementary product portfolios, as well
as by optimizing the established global sales and distribution channels.
Jefferies & Company, Inc. acted as the exclusive financial advisor to
Dialogic, and Pagemill Partners acted as the exclusive financial advisor
to Veraz.
Veraz Networks and Dialogic will host a conference call for investors
on May 13, 2010 at 8:30 am Eastern Time which will also include forward-looking
information. The webcast and a presentation regarding the merger will
be available from the "Investor Relations" section of the Veraz website
(www.veraznetworks.com). For parties in the United States and Canada,
call 1-800-860-2442 to access the conference call. International parties
can access the call at +1-412-858-4600.
The webcast will be archived for a period of 90 days. A telephonic replay
of the conference call will also be available two hours after the call
and will run for two days. To hear the replay, parties in the United States
and Canada should call 1-877-344-7529 and enter passcode 60000#. International
parties should call +1-412-317-0088 and enter passcode 60000#.
About Dialogic
Dialogic Corporation is a leading provider of world-class, innovative
technologies based on open standards that enable innovative mobile, video,
IP, and TDM solutions for Network Service Providers and Enterprise Communication
Networks. Dialogic's customers and partners rely on its leading-edge,
flexible components to rapidly deploy value-added solutions around the
world.
Information about Dialogic is available at http://www.dialogic.com/. Also,
join our social networking community, the Dialogic Exchange Network (DEN),
at www.dialogic.com/den or visit our Facebook, Twitter and YouTube pages
for additional Dialogic news and updates.
Dialogic is a registered trademark of Dialogic Corporation.
About Veraz
Veraz Networks, Inc. (NASDAQ: VRAZ), is the leading provider of application,
control, and bandwidth optimization products that enable the evolution
to the Multimedia Generation Network (MGN). Service providers worldwide
use the Veraz MGN portfolio to extend their current application suite
and rapidly add customized multimedia services that drive revenue and
ensure customer retention. The Veraz MGN separates the control, media,
and application layers while unifying management of the network, thereby
increasing service provider operating efficiency. Wireline and wireless
service providers in over 60 countries have deployed products from the
Veraz MGN portfolio, which includes the ControlSwitch™, Network-adaptive
Border Controller, I-Gate 4000 Media Gateways, the VerazView Management
System, and a set of prepackaged applications. For more information regarding
the company, please visit www.veraznetworks.com.
相关并购消息：
Dialogic公司成立于84年，99年被Intel收购，07年10月Dialogic收购了Cantata公司，08年3月Dialogic收购了OpenMediaLabs，12月，Dialogic收购了NMS。
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