magicJack VocalTec Ltd. (Nasdaq:CALL), a leading VoIP cloud-based
communications company, today announced the appointment of Don
Carlos Bell III as Chief Executive Officer of magicJack.
Mr. Bell is an experienced technology and
telecom operating executive, a public shareholder advocate with a
recent track record of leading two successful company sales while
serving as chairman and member of the special committees of the
boards of those companies. He has successfully invested his private
capital in the public equity of several wireless technology
companies, including those on which he has served as a board
member.
On behalf of magicJack’s Board, Chairman Donald
Burns said, “We are very pleased to announce Don as CEO and believe
his history of being a creative disruptor will be a valuable asset
to the Company as we pursue our dual track approach to maximize
shareholder value. We thank Jerry for guiding the Company
over the past four years and look forward to his ongoing
contributions as a member of the Board.”
Mr. Bell said, “This year we intend to pivot our
market focus from consumer to SOHO, pursuing a mobile-first,
web-first strategy called “unJacked”. We believe that because
of our vertically integrated operations and CLEC network with
massive excess capacity, we can be both competitively price
disruptive and profitable at the same time. That’s been the
magic of our business model, and we expect to renew it with a pivot
in market focus and service offering that is aligned with the needs
of today’s small businesses. We believe this strategy leverages
existing assets and recent R&D investment, and is a web-focused
customer acquisition and UCaaS model, so we’re consolidating
operations and have shut down redundant Atlanta SMB
operations. We’re also eliminating unproductive or
less-promising ventures, including our partnership with Telefonica
and Hotelijack, to preserve that capital to invest in online
customer acquisition. I’ve recruited a new executive team to
execute this strategy, drawing the best operators from the span of
my career, as well as a terrific CTO from within the Company.
In the SMB/Enterprise segment we’re focused on organic growth, and
believe we have a proven operator joining the executive team.
I expect we’ll look back on March 2017 as a sharp inflection
point.”
Bell continued, “In parallel with this strategy,
we’ve commenced a strategic alternatives process to maximize value
for public shareholders. We have received multiple
unsolicited offers which are at varying stages of diligence and
financing commitment,” Bell concluded. “We continue to
evaluate and engage in discussions with the potential buyers who
approached us and we will proactively seek out additional financial
and strategic buyers. Through the aggressive pursuit of our dual
track approach, we expect to maximize the intrinsic value of the
Company and returns for our public shareholders.”
The Board has formed a Special Committee of
independent directors, Izhak Gross and Richard Harris, to work
daily with Mr. Bell to drive the process. The Company is to
working with BofA Merrill Lynch as its financial advisor, and has
retained Bryan Cave as its legal counsel for this process.
Mr. Bell is also a Board nominee of magicJack
since December 2016, and has spent the interim forming his strategy
and recruiting his executive team, which includes the elevation of
Tom Fuller to Chief Financial Officer in May 2017, the elevation of
Dvir Salomon to Chief Technology Officer, the addition of new Chief
Marketing Officer Kristin Beischel and the hiring of Kerrin Parker
as Chief Operating Officer of BroadSmart.
Don Carlos Bell III, President &
Chief Executive OfficerMr. Bell is a Director of Wireless
Telecom Group (NYSE:WTT). He was a Director of TeleCommunication
Systems Inc. (NASDAQ:TSYS) through its 2016 sale to strategic buyer
Comtech Telecommunications (NASDAQ:CMTL) for $431 million, and
Chairman of the Special Committee that led the sale. He was a
Director of NTS, Inc. (NYSE:NTS) through its 2014 go-private sale
to a financial sponsor for $165 million, and a member of the
Special Committee that led the sale. From 2007 until 2011, Mr. Bell
was the Owner and President of Tidal Research, an Internet direct
marketing agency whose principal business was generating leads and
direct web sales on a fee-for-performance basis for national
consumer brands. During the ten years prior to launching Tidal
Research, Mr. Bell was a senior executive with two portfolio
companies of Goldman Sachs Capital Partners (IPC Systems and
Clearwire), and a member of the Investment Banking Division of
Goldman Sachs Group. At IPC Systems, a VoIP telecom products and
network services company serving clients in 40 countries, Mr. Bell
served as Senior Vice President of Marketing and Corporate
Development. Mr. Bell led the development of the company's
IQMAX VoIP trading floor communications platform, which has been
deployed on trading floors in every major financial center by the
world’s leading financial institutions. Mr. Bell simultaneously
identified an opportunity to increase the company's addressable
market by expanding into a contiguous segment, Command &
Control, and built the division by leveraging existing VoIP
technologies and service assets, combined with three
acquisitions. In 2006 Mr. Bell led the private sale of
the company to SilverLake Partners for $805 million. At Clearwire,
a wireless broadband services provider, Mr. Bell served as Vice
President of Business Development prior to the 2003 sale of the
company by Goldman Sachs Capital Partners to Craig McCaw. Mr. Bell
began his career as an Assistant Account Executive in consumer
advertising for Foote, Cone & Belding, and as Director of
International Marketing for Time Warner Electronic Publishing.
Thomas Fuller, EVP & Chief Financial
OfficerThomas Fuller joined magicJack VocalTec in 2017 and
is currently serving as EVP Finance. He will be transitioning
to Chief Financial Officer in May 2017. Prior to joining the
Company, Mr. Fuller was the co-founder of Echo Financial Business
Consulting, a consulting firm providing financial and operational
consulting and transaction support to companies predominantly in
the telecommunications industry. From 2003 to 2014 Mr. Fuller
served at IPC Systems Inc, a specialized network service and
telecommunication equipment provider, in various financial and
operational roles including EMEA Finance Director, VP Business
Development & Operations and most recently as SVP Marketing
& Sales Support. Prior to IPC, Mr. Fuller served as the
Finance Director for two Benchmark Capital funded start-ups, and as
the UK Finance Director for Sterling Software Inc. Mr. Fuller
began his career at Ernst & Young where he worked as an audit
manager and within the Due Diligence practice.
Kristin Beischel, EVP & Chief
Marketing OfficerMs. Beischel brings over 10 years of
experience building large-scale customer acquisition programs for
public and private organizations looking to drive an immediate
increase in sales. From 2007 to 2015, Ms. Beischel was employee #2
at IMM, a full-service digital agency, where she helped build the
business over 8 years to a 9-figure revenue organization. She
held multiple senior management and operating roles at IMM, most
recently as VP & Group Partnership Director, where she
consulted with CMO-level clients, managed client services teams,
led business development, and built out the agency’s media
capabilities and services. Her clients included AT&T,
Sprint, and T-Mobile among others. From 2015 to 2017, Ms.
Beischel served as Senior Advisor to Boulder Heavy Industries, a
leading private investment and adtech incubator firm, where she led
business due diligence and advised portfolio companies on sales,
marketing and operations while founding a successful technology
startup, Bake Like A Champ, a digital learning platform.
Dvir Salomon, EVP & Chief Technology
OfficerDvir Salomon joined magicJack VocalTec in 2010,
initially leading all research and development and now serving as
EVP & Chief Technology Officer. Mr. Salomon has over 17
years of experience in complex communication systems, including
VoIP, wireless service networks, and QoS. In 2008, Mr.
Salomon co-founded CityOnHand, a GPS-based multimedia tour guide
for smartphones, leading all technology and business development
while also co-founding CrosIT Solutions, a consulting and
information technology provider. Prior to founding the
technology startups, Mr. Salomon was a manager at Airspan Ltd. and
Arelnet Ltd. where he developed his VoIP and wireless service
provider expertise.
Kerrin Parker, Chief Operating Officer,
BroadsmartMs. Parker is a seasoned SaaS-business
executive, and was instrumental in the growth and 2012 sale of
startup M5 Networks to ShoreTel for $160 million. Ms. Parker
joined the founding members of M5 Networks in 2003 as VP,
Operations and oversaw all revenue delivery at M5, generating
cumulative billings of $338 million. Ms. Parker designed,
staffed, and implemented the original customer experience and quote
to cash processes that were instrumental in achieving growth from
inception to $116 million in annual revenue between 2003 and
2015. Ms. Parker most recently oversaw ShoreTel’s Cloud
service as Managing Director & VP of Cloud Services. In the
earlier years of her career, she served as the Director of
Operations for Pagoo Communications, Inc., a VoIP service provider
from 2001 to 2003, and served as the Assistant Controller for a
national ISP, Surfree.com, Inc. from 1999 to 2001.
http://www.vocaltec.com/management.cfm
About magicJack VocalTec
Ltd.
magicJack VocalTec Ltd. (Nasdaq:CALL), the
inventor of magicJack and a pioneer in Voice over IP (VoIP)
technology and services, is a leading cloud communications company.
With its easy-to-use, low cost solution for telecommunications, the
Company has sold more than 11 million award-winning magicJack
devices, which is now in its fifth generation, has millions of
downloads of its free calling apps, and holds more than 30
technology patents. magicJack is the largest-reaching CLEC
(Competitive Local Exchange Carrier) in the United States in terms
of area codes available and number of states in which it is
certified.
Broadsmart, a leading hosted UCaaS (Unified
Communication as a Service) provider for medium-to-large
multi-location enterprise customers, is a division of magicJack
VocalTec Ltd. Broadsmart has a track record of designing,
provisioning and delivering complex UCaaS solutions to blue chip
corporate customers on a nationwide basis. Broadsmart has expertise
in servicing enterprises with hundreds-to-thousands of
locations.
Important Additional
InformationThe Company, its directors and certain of its
executive officers are participants in the solicitation of proxies
from the Company’s shareholders in connection with the 2016 Annual
Meeting to be held on April 19, 2017. The Company has filed a
definitive proxy statement and proxy card with the SEC in
connection with any such solicitation of proxies from the Company’s
shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED
TO READ SUCH PROXY STATEMENT, ACCOMPANYING PROXY CARD AND ALL OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS
THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the
identity of the participants, and their direct or indirect
interests, by security holdings or otherwise, is set forth in the
definitive proxy statement and other materials to be filed with the
SEC in connection with the 2016 Annual Meeting. Shareholders will
be able to obtain any proxy statement, any amendments or
supplements to the proxy statement and other documents filed by the
Company with the SEC at no charge at the SEC’s website at
www.sec.gov. Copies will also be available at no charge at the
Company’s website at www.vocaltec.com in the section “Financial
Information.”
Forward-Looking StatementsThis
press release contains forward-looking statements that involve
substantial risks and uncertainties. All statements, other than
statements of historical facts, contained in this press release,
including statements about strategy, including our dual track
approach to maximize shareholder value through a strategic
alternative process and a new business strategy, future operations,
new product introductions and customer acceptance, future financial
position, prospects, plans and objectives of management, are
forward-looking statements. Many factors could cause our actual
results, performance or achievements to be materially different
from any future results, performance or achievements that may be
expressed or implied by such forward-looking statements. These
factors include, among other things: whether any potential sale of
or other strategic transaction by or related to our company will be
consummated and, if so, the timing and terms of any such
transaction, including any possible sale price; our ability to
implement our new business strategy and attain the competitive
price disruption and profitability desired within our anticipated
timing; changes to our business resulting from increased
competition; our ability to develop, introduce and market
innovative products, services and applications; our ability to
expand our network of retail partners and to increase sales of
magicJack devices; our ability to successfully monetize our
products, services and applications and market them globally;
delays in development we may experience with respect to magicJack
devices, our mobile apps, our first SMB product and Broadsmart’s
products; our customer turnover rate and our customer acceptance
rate; the risk that Broadsmart's assets will not be integrated
successfully or that such integration may be more difficult, time
consuming or costly than expected; the risk that expected increased
revenues and EBITDA and expected synergies from the Broadsmart
acquisition may not be fully realized or may take longer to realize
than expected; the risk that magicJack will experience any
difficulty maintaining relationships with Broadsmart's customers,
employees or suppliers; our ability to expand our network of small,
medium-sized and large businesses; our ability to terminate our
partnerships and initiatives with Telefonica and Hotelijack with
minimal costs and disruption; changes in general economic,
business, political and regulatory conditions; availability and
costs associated with operating our network and business and our
ability to control costs; potential liability resulting from
pending or future litigation, or from changes in the laws,
regulations or policies; the degree of legal protection afforded to
our products; changes in the composition or restructuring of us or
our subsidiaries and the successful completion of acquisitions,
divestitures and joint venture activities; and the various other
factors discussed in the “Risk Factors” section of our Annual
Report on Form 10-K, our Quarterly Reports on Form 10-Q and other
filings with the Securities and Exchange Commission. Such factors,
among others, could have a material adverse effect upon our
business, results of operations and financial condition. We do not
assume any obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law. No timetable has been set for our
strategic alternatives process. We do not expect to comment further
or update the market with any further information on the process
unless and until our Special Committee and Board of Directors have
approved a specific transaction or otherwise deem disclosure
appropriate or necessary. There is no assurance that the strategic
alternatives process will result any strategic transaction.
magicJack® is a registered trademark of
magicJack VocalTec Ltd. All other product or company names
mentioned are the property of their respective owners.
For More Information:
Media
Phil Denning / Seth Potter
ICR, Inc.
561-749-2255
ir@vocaltec.com
Investors
Joe Mills / John Ferguson
Saratoga Proxy Consulting LLC
212-257-1311
jmills@saratogaproxy.com
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