Polycom to Acquire SpectraLink Corporation for Approximately $220M in Cash
February 07 2007 - 4:05PM
PR Newswire (US)
Acquisition Leverages Mobility Into IP-Based Unified Collaboration
PLEASANTON, Calif. and BOULDER, Colo., Feb. 7
/PRNewswire-FirstCall/ -- Polycom, Inc. (NASDAQ:PLCM), the world's
leading provider of unified collaborative communications solutions,
and SpectraLink Corp. (NASDAQ:SLNK), the leader in workplace
wireless telephony, today announced that they have signed a
definitive agreement under which Polycom will acquire SpectraLink.
Under the terms of the agreement, Polycom will commence a cash
tender offer to purchase all of the outstanding shares of
SpectraLink for $11.75 per share. This represents an enterprise
value of approximately $220 million, which is net of existing cash
and debt. The acquisition, which has been approved by the boards of
directors of both companies, is also subject to a number of
customary closing conditions, including obtaining applicable
regulatory approvals. The board of directors of SpectraLink has
unanimously recommended that the stockholders of SpectraLink accept
the offer. Polycom expects to commence the tender promptly, and the
acquisition is expected to close in the second quarter of calendar
year 2007. Excluding non-recurring acquisition related expenses and
non-cash charges, Polycom expects the acquisition to be slightly
accretive in 2007. "The SpectraLink acquisition extends Polycom's
leading IP-based collaboration solution to the rapidly-growing
mobility environment," stated Robert Hagerty, Chairman and CEO of
Polycom. "Our customers are demanding wireless solutions in the
enterprise and in the vertical markets we serve. Leveraging our
proven strength in Polycom voice over IP (VoIP) solutions, we
believe this combination yields the key strategic synergy of
uniquely positioning Polycom as the only independent provider of
both fixed and mobile solutions that seamlessly encompass voice,
video, and data collaboration solutions from the desktop, to the
meeting room, to the mobile individual." "Voice over Wi-Fi is a
high growth market," stated Sunil Bhalla, Senior Vice President and
General Manager of Polycom's Voice Division. "Wireless IP telephony
is emerging as one of the fastest-growing segments in the IT
segment. We believe integrating SpectraLink into Polycom will yield
multiple immediate synergies: (1) rapidly extending Polycom's
interoperability with the enterprise SIP telephony leaders to the
SpectraLink wireless handset solutions, (2) leveraging
SpectraLink's strength with key vertical markets such as retail,
hospitality, and healthcare into Polycom's core voice and video
offerings, (3) strengthening our mutual strategic partner
relationships such as Avaya, Alcatel, Cisco, and Nortel, and
creating new opportunities for SpectraLink with Microsoft, IBM, and
others, and (4) utilizing Polycom's global channel network and
high-touch sales force to sell SpectraLink mobility solutions to a
broader customer set. All of these synergies deliver the
opportunity for the combined company to deliver compelling fixed
and mobile solutions which we believe will drive growth at both the
top and bottom line." "We are excited about the strategic synergies
driven by this combination," said John Elms, President and CEO of
SpectraLink. "With Polycom's global leadership and presence,
combined with SpectraLink's unparalleled wireless telephony
offering, we are confident that Polycom can capture the rapidly-
growing mobile voice over IP opportunity across enterprise and
verticals worldwide. Our management team here at SpectraLink is
delighted with the opportunity to drive growth with Polycom as we
launch our unified solution." Webcast and Conference Call Polycom
will hold a conference call today, February 7, 2007, at 5:00 p.m.
ET/2:00 p.m. PT to discuss this acquisition. Robert Hagerty,
Chairman and CEO of Polycom, John Elms, President and CEO of
SpectraLink, Sunil Bhalla, SVP and GM of Polycom's Voice Division,
and Michael Kourey, CFO of Polycom, will host the conference. You
may participate by viewing the webcast at http://www.polycom.com/
or http://www.spectralink.com/. For callers in the US and Canada,
you may call 877.809.5475; and for callers outside of the US and
Canada, you may call 706.679.4994, using the pass code Polycom. A
replay of the call will also be available at
http://www.polycom.com/ or http://www.spectralink.com/. For callers
in the US and Canada, you may hear a replay at 800-633-8284; and
for callers outside of the US and Canada, at 402-977-9140. The
access number for the replay is 21328106. A replay of the call will
also be maintained for thirty days on our website at
http://www.polycom.com/ under Investor Relations - Archived
Conference Calls. Securities Law Disclosures The tender offer for
the outstanding common stock of SpectraLink has not yet commenced.
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any
securities. The solicitation and the offer to buy shares of
SpectraLink common stock will be made only pursuant to an offer to
purchase and related materials that Polycom intends to file with
the SEC on Schedule TO. SpectraLink also intends to file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the offer. SpectraLink stockholders and other investors
should read these materials carefully because they contain
important information, including the terms and conditions of the
offer. SpectraLink stockholders and other investors will be able to
obtain copies of these materials without charge from the SEC
through the SEC's website at http://www.sec.gov/, from Innisfree
M&A Incorporated, the information agent for the offer, at (877)
750-9496, from Cowen and Company, LLC, the dealer manager for the
offer, at (877) 269-3652, from Polycom (with respect to documents
filed by Polycom with the SEC), or from SpectraLink (with respect
to documents filed by SpectraLink with the SEC). Stockholders and
other investors are urged to read carefully those materials prior
to making any decisions with respect to the offer. About
SpectraLink SpectraLink, the leader in workplace wireless
telephony, delivers the power of mobile voice and messaging
applications to businesses worldwide. Seamlessly integrating with
VoIP and traditional telephony platforms, SpectraLink's scalable
technology provides instant access to people and business-critical
information. SpectraLink handsets free on-premises employees to be
more accessible, productive and responsive. For more information,
visit http://www.spectralink.com/ or call 1-800-676-5465. About
Polycom Polycom, Inc. is the worldwide leader in unified
collaborative communications (UCC) that maximize the efficiency and
productivity of people and organizations by integrating the
broadest array of video, voice, data and Web solutions to deliver
the ultimate communications experience. Polycom's high quality,
standards-based conferencing and collaboration solutions are easy
to deploy and manage, as well as intuitive to use. Supported by an
open architecture, they integrate seamlessly with leading telephony
and presence- based networks. With its market driving technologies,
best-in-class products, alliance partnerships, and world-class
service, Polycom is the smart choice for organizations seeking
proven solutions and a competitive advantage in real-time
communications and collaboration. For additional information call
1-800-POLYCOM (765-9266) or +1-408-526-9000, or visit the Polycom
website at http://www.polycom.com/. Forward-Looking Statements This
press release contains forward-looking statements that involve
risks, uncertainties and assumptions. If such risks or
uncertainties materialize or such assumptions prove incorrect, the
results of Polycom and its consolidated subsidiaries could differ
materially from those expressed or implied by such forward-looking
statements and assumptions. All statements other than statements of
historical fact are statements that could be deemed forward-
looking statements, including the expected benefits and costs of
the transaction; the anticipated timing of filings and approvals
relating to the acquisition; the expected timing of the completion
of the transaction; the ability to complete the transaction
considering the various closing conditions, including those
conditions related to antitrust regulations; expectations regarding
the impact of the acquisition on Polycom's future financial
results; the potential product, market, strategic partner, sales
and other synergies from the acquisition; any statements of the
plans, strategies and objectives of management for future
operations, product development, and product and solution
positioning, including the execution of integration plans;
expectations regarding growth in the voice over Wi-Fi and wireless
IP telephony markets and segments; Polycom's ability to benefit
from such growth; any statements of expectation, belief, or
opportunities; and any statements of assumptions underlying any of
the foregoing. Risks, uncertainties and assumptions include the
possibility that expected benefits may not materialize as expected;
risks related to the timing or ultimate completion of the
transaction; risks that, prior to the completion of the
transaction, SpectraLink's business may not perform as expected due
to uncertainty; the possibility that the parties are unable to
successfully implement integration strategies; adverse reactions to
the acquisition from regulators, customers, suppliers, partners or
employees; competitive responses to the acquisition; shifts in the
relevant markets and segments; and other risks that are described
from time to time in Polycom's and SpectraLink's filings with the
Securities and Exchange Commission, including but not limited to
the risks described in Polycom's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2006 and other reports filed after
Polycom's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 and SpectraLink's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2006 and other reports filed
after SpectraLink's Annual Report on Form 10-K for the fiscal year
ended December 31, 2005. Polycom assumes no obligation and does not
intend to update these forward-looking statements. NOTE: Polycom
and the Polycom logo are registered trademarks of Polycom in the
U.S. and various countries. SpectraLink and the SpectraLink logo
are registered trademarks of SpectraLink in the U.S. and various
countries. DATASOURCE: Polycom, Inc.; SpectraLink Corporation
CONTACT: Michael R. Kourey, CFO of Polycom, Inc., +1-925-924-5742,
or Web site: http://www.polycom.com/ http://www.spectralink.com/
Copyright
Spectralink (NASDAQ:SLNK)
Historical Stock Chart
From Jun 2024 to Jul 2024
Spectralink (NASDAQ:SLNK)
Historical Stock Chart
From Jul 2023 to Jul 2024