Captaris to Acquire Castelle
April 26 2007 - 7:00AM
PR Newswire (US)
BELLEVUE, Wash. and MORGAN HILL, Calif., April 26
/PRNewswire-FirstCall/ -- 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 http://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 http://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 http://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(TM), FaxPress Premier(TM), FaxPress
Enterprise(TM) and FaxPress Plus(TM) are trademarks of Castelle.
All other brand names and trademarks are the property of their
respective owners. DATASOURCE: Captaris, Inc. CONTACT: Erika Simms,
Treasury Analyst of Captaris, Inc., +1-425-638-4048, ; or Todd
Kehrli or Jim Byers, Investor Relations of MKR Group, LLC,
+1-323-468-2300, , both for Captaris, Inc.; or Scott C. McDonald,
President & Chief Executive Officer, +1-408-852-8000, fax
+1-408-852-8100, or Karin Reak, Marketing Communications Manager,
+1-408-852-8034, , both of Castelle Web site:
http://www.captaris.com/
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