Polycom and SpectraLink Announce Expiration of Hart-Scott-Rodino Waiting Period for the Pending Acquisition of SpectraLink by Po
March 12 2007 - 9:30AM
PR Newswire (US)
PLEASANTON, Calif. and BOULDER, Colo., March 12
/PRNewswire-FirstCall/ -- Polycom, Inc. (NASDAQ:PLCM) and
SpectraLink Corporation (NASDAQ:SLNK) announced today that the U.S.
federal regulatory antitrust waiting period has expired for
Polycom's approximately $220 million acquisition of SpectraLink. On
February 20, 2007, Polycom's wholly-owned subsidiary, Spyglass
Acquisition Corp., commenced its tender offer for all outstanding
shares of SpectraLink, at a price of $11.75 per share net to the
seller in cash without interest, less brokerage fees and less any
required withholding taxes. The waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) expired
at 11:59 p.m. EST on March 8, 2007. The expiration of the
Hart-Scott-Rodino waiting period satisfies a condition to Polycom's
acquisition of SpectraLink. The tender offer is subject to certain
other conditions set forth in the Offer to Purchase referenced
below, including a minimum share tender condition, and other
customary conditions. The tender offer and any withdrawal rights to
which SpectraLink's shareholders may be entitled will expire at
12:00 midnight, New York City time, on March 20, 2007, unless the
tender offer is extended. Following the acceptance for payment of
shares in the tender offer and completion of the transactions
contemplated in the merger agreement, SpectraLink will become a
wholly-owned subsidiary of Polycom. This announcement is neither an
offer to purchase nor a solicitation of an offer to sell
securities. The tender offer is being made pursuant to a Tender
Offer Statement on Schedule TO (including the Offer to Purchase,
the related Letter of Transmittal and other tender offer materials)
filed by Polycom and Spyglass Acquisition Corp. with the SEC on
February 20, 2007. The complete terms and conditions of the tender
offer are set forth in the Offer to Purchase, Letter of Transmittal
and other related materials. In addition, on February 20, 2007,
SpectraLink filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC related to the tender offer. The Tender
Offer Statement (and related materials) and the
Solicitation/Recommendation Statement contain important information
that should be read carefully before any decision is made with
respect to the tender offer. SpectraLink stockholders and other
investors are 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 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/. 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. 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, actual results
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 statements related
to the ability to complete the transaction considering the various
closing conditions. Risks, uncertainties and assumptions include
risks related to the timing or ultimate completion of the
transaction; the ability to complete the transaction considering
the various closing conditions, including those conditions related
to adverse reactions to the acquisition from shareholders,
regulators, customers, suppliers, partners or employees; 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
Annual Report on Form 10-K for the fiscal year ended December 31,
2006 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 and SpectraLink each assume no
obligation and do not intend to update these forward-looking
statements. Polycom and the Polycom logo are registered trademarks
of Polycom in the U.S. and various countries. (C) 2007, Polycom,
Inc. All rights reserved. SpectraLink and the SpectraLink logo are
registered trademarks of SpectraLink in the U.S. and various
countries. (C) 2007, SpectraLink Corporation. All rights reserved.
DATASOURCE: Polycom, Inc.; SpectraLink Corporation CONTACT: Michael
R. Kourey, CFO, Polycom, +1-925-924-5742, ; or Ernest J. Sampias,
SpectraLink, +1-303-583-5525, Web site: http://www.spectralink.com/
http://www.polycom.com/
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