Captaris to Acquire Castelle
April 26 2007 - 6:00AM
Business Wire
Captaris, Inc. (NASDAQ:CAPA), a leading provider of software
products that automate document-centric business processes today
announced a definitive agreement for Captaris to acquire all of the
outstanding stock of Castelle (NASDAQ:CSTL). For the year ended
December 31, 2006, Castelle reported revenue of $10.6 million, net
income of $0.7 million and operating cash flow of $1.7 million.
Under the terms of the definitive agreement, which has been
unanimously approved by both boards of directors, Captaris will pay
$3.95 per share in cash, or approximately $10.8 million net of an
agreed upon closing cash balance for Castelle of $7.4 million. The
purchase price per share will be increased or decreased at closing
to the extent Castelle's cash is above or below the agreed upon
balance, and will be decreased to the extent Castelle's working
capital (excluding cash) is less than an agreed upon target. The
transaction is subject to customary closing conditions, including
the approval by the shareholders of Castelle, and is expected to
close in the third quarter of 2007. Prior to closing, the two
companies will continue to operate independently. �We are very
excited about the opportunities ahead of us with the combination of
Captaris and Castelle products, customer base and employees,� said
David P. Anastasi, President and Chief Executive Officer of
Captaris. �Castelle�s products broaden our suite of offerings and
extend our leadership position in the fax market, particularly for
small and medium-sized enterprises. Their appliance based products,
combining software and hardware into a 'plug and play' device, we
believe are particularly well suited for our focus on the
multi-function printer (MFP) market, the fax over internet protocol
(FoIP) market, and for expansion into broader market
opportunities.� �Our two companies, with complementary strengths,
fit very well together,� said Scott C. McDonald, President and
Chief Executive Officer of Castelle. �By becoming part of a market
leader in enterprise-wide fax, document and information delivery
and management solutions, we expect to enjoy greater market
recognition, a wider portfolio of products and improved
distribution. Our combined portfolio of solutions will enable our
customers and Captaris� customers to have greater flexibility,
choice and cost-effectiveness from their document automation.�
Captaris expects that the transaction will be accretive in the
first 12 months following the closing and will discuss the
transaction further on its upcoming first quarter 2007 earnings
conference call. About Captaris, Inc. Captaris, Inc. is a leading
provider of software products that automate business processes,
manage documents electronically and provide efficient information
delivery. Our product suite of Captaris RightFax, Captaris Workflow
and Captaris Alchemy Document Management is distributed through a
global network of leading technology partners. We have customers in
financial services, healthcare, government and many other
industries, and our products are installed in all of the Fortune
100 and many Global 2000 companies. Headquartered in Bellevue,
Washington, Captaris was founded in 1982 and is publicly traded on
the NASDAQ Global Market under the symbol CAPA. For more
information please visit www.captaris.com. About Castelle Castelle
is a market leader in �all-in-one� network fax solutions for
businesses and enterprises, and offers organizations every possible
network fax option: desktop faxing, production faxing, fax and
email integration, workflow application integration, and tools for
developing custom fax applications. FaxPress, FaxPress Premier and
FaxPress Enterprise network fax servers include the FaxPress or
FaxPress Plus software suite that enables administrators and users
to perform functions such as managing fax queues, creating reports,
and viewing fax archives. Castelle products are designed to be easy
to use and maintain, and provide an economical way for companies to
share resources over the network. Castelle was founded in 1987 and
is headquartered in Morgan Hill, California. Its products are
available through a worldwide network of distributors, resellers,
and online retailers. For more information please visit
www.castelle.com. More Information and Where to Find It A special
meeting of shareholders of Castelle is being planned in July 2007
to seek required shareholder approval of the proposed transaction.
Detailed information about the proposals to be presented for
shareholder approval will be contained in a proxy statement and
other documents to be filed with the U.S. Securities and Exchange
Commission (SEC) and mailed to shareholders prior to the meeting.
Shareholders of Castelle are advised to read the proxy statement
and any other relevant documents filed with the SEC when they
become available because they will contain important information.
The proxy statement will be available free of charge at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the proxy statement and other documents filed with
the SEC when they become available by contacting Castelle at the
address and telephone number below. Castelle, its board of
directors, executive officers and employees and certain other
persons may be deemed to participate in the solicitation of proxies
of Castelle shareholders in connection with the proposed
transaction. These individuals may have interests in the
transaction, including interests resulting from their ownership of
securities of Castelle. Information concerning these individuals
and their interests in the transaction and their participation in
the solicitation will be contained in the proxy statement filed
with the SEC in connection with the transaction. Cautionary
Statement Regarding Forward-Looking Statements Certain statements
in this press release are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995,
including without limitation, statements regarding the timing of
the special meeting of Castelle shareholders and statements
regarding Captaris' expectation that this transaction will be
accretive in the first 12 months following the closing.
Forward-looking statements include all passages containing verbs
such as "estimates," "expects," "planned," or nouns corresponding
to such verbs. Forward-looking statements also include any other
passages that are primarily relevant to expected future events or
that can only be evaluated by events that will occur in the future.
Forward-looking statements are based on the opinions and estimates
of the management at the time the statements are made and are
subject to certain risks and uncertainties that could cause actual
results to differ materially from those anticipated in the
forward-looking statements. The potential risks and uncertainties
include, among others, the risk that the transaction will not close
or that the closing may be delayed, the failure to receive approval
from Castelle's shareholders for the acquisition, failure to
successfully integrate Castelle, its products and its employees
into Captaris and achieve expected synergies, failure to retain
Castelle employees, the potential failure to maintain and expand
the companies' network of dealers and resellers or to establish and
maintain strategic relationships, inability to develop new products
or product enhancements on a timely basis, inability to protect
proprietary rights or to operate without infringing the patents and
proprietary rights of others, and quarterly and seasonal
fluctuations in operating results. More information about factors
that potentially could cause actual results to differ materially
from the forward-looking statements is included in the documents
that Captaris and Castelle file with the Securities and Exchange
Commission on Forms 10-K, 10-Q and 8-K. The proxy statement and
other filings by Castelle will identify and address other important
factors that could cause actual results to differ materially from
those contained in some of the forward-looking statements set forth
in this press release. Captaris and Castelle are under no duty to
update any of the forward-looking statements after the date of this
press release to conform to actual results. Readers are cautioned
not to place undue reliance upon these forward-looking statements
that speak only as to the date of this release. The following are
registered trademarks and trademarks of Captaris: Captaris,
Alchemy, RightFax, Captaris Document Management and Captaris
Workflow. FaxPress�, FaxPress Premier�, FaxPress Enterprise� and
FaxPress Plus� are trademarks of Castelle. All other brand names
and trademarks are the property of their respective owners.