Wow! VoIP Acquisitions Continue to Happen. Excel Switching has reportedly just acquired Brooktrout Software.The release (from Brooktrout) is below. I'll have some more insight on this later today. On the surface it actually makes sense. There's not too much overlap between the two, and the coverage of enterprise and service provider (for the combined company) makes a great deal of sense. Apparently Brooktrout CEO Eric Giler will be leaving. Marc Zionts will become CEO of the new company Brooktrout Announces Agreement to be Acquired by EAS Group |
Brooktrout Stockholders to Receive $13.05 per Share; Transaction Valued at
$173 Million
NEEDHAM, Mass. and HYANNIS, Mass., Aug. 18 /PRNewswire-FirstCall/ --
Brooktrout, Inc. (Nasdaq: BRKT), a leading provider of innovative hardware and
software platforms that enable applications for the New Network(TM), announced
today that it has signed a definitive agreement to be acquired by EAS Group,
Inc., the privately held parent of Excel Switching Corporation.
Under the terms of the agreement, Brooktrout stockholders will receive
$13.05 in cash for each share of Brooktrout common stock, representing a 38%
premium over the closing price of Brooktrout common stock on August 17, 2005.
The aggregate consideration to be paid to Brooktrout stockholders is
approximately $173 million.
Excel is a worldwide provider of carrier-class, open services platforms,
media gateways and media servers. The combination of Brooktrout and Excel is
expected to create a leader in enabling technologies for both traditional and
next-generation communications networks, with a broad portfolio of products
and solutions to help both service provider and enterprise customers offer new
applications and enhanced services, as well as cost-effective solutions for
migrating to and leveraging new IP architectures. The combination of
Brooktrout's expertise in media processing, call control, signal processing,
and fax communications with Excel's multi-protocol open-services gateway and
server technology, will offer customers best-in-class, integrated, multi-
service platforms to enable advanced voice, speech, video, fax, and data
applications and services.
"We are pleased to announce this strategic transaction, which provides
great value to our stockholders," said Eric Giler, CEO of Brooktrout. He
continued, "This transaction also offers Brooktrout a unique opportunity to
better serve the current and future needs of its customers and partners."
Marc Zionts, CEO of Excel, said, "This combination will help us create one
of the largest, broadest, and deepest enabling technology product lines in the
communications equipment industry. Together, Excel and Brooktrout will be
better able to address customers' needs, providing them with a wide variety of
choice from a single, world-class vendor. Our increased scale will hasten the
development of new features and platforms and better serve the efforts of our
partners to quickly and efficiently bring new products and services to
market."
Management of Brooktrout will remain committed to working diligently to
meet all customer needs. Following the closing, Mr. Zionts will serve as CEO
of both Brooktrout and Excel.
The transaction will be financed through a combination of equity
contributed by investors in EAS Group including Oak Investment Partners,
TowerBrook Investors, L.P., and Anshutz Investment Company, with debt
financing provided by Comerica Bank. The board of directors of Brooktrout has
approved the transaction and recommended to Brooktrout's stockholders that
they adopt the agreement. The transaction is subject to various conditions,
including approval by the stockholders of Brooktrout and other customary
closing conditions. A special meeting of Brooktrout's stockholders will be
scheduled as soon as practicable following the preparation and filing of proxy
materials with the SEC.
EAS Group's investors include Oak Investment Partners, TowerBrook
Investors, L.P., and Anshutz Investment Company.
Jefferies Broadview, a division of Jefferies & Company, Inc., acted as
financial advisor to Brooktrout. Morgan Stanley & Co. Incorporated, acted as
financial advisor to EAS Group. Wilmer Cutler Pickering Hale and Dorr LLP
acted as legal advisor to Brooktrout, and McDermott Will & Emery LLP acted as
legal advisor to EAS Group.
Conference Call
Brooktrout will host a conference call today, August 18, 2005, at 10 a.m.
Eastern Time to discuss the transaction. The dial-in number for participants
is 973-409-9254, with verbal password "Brook." The conference call will be
simultaneously broadcast live over the Internet. Anyone interested in
listening to this teleconference can do so by logging onto the Brooktrout,
Inc. website at http://www.brooktrout.com/investor.
For those who cannot access the live broadcast, a replay will be available
on the overview page of the website for five business days following the
presentation and will be archived in the Multimedia section of the website
thereafter. Following the live broadcast, a telephone replay will also be
available at 1-973-341-3080, passcode #6397370 until midnight Eastern Time on
Friday, August 19, 2005.
About Brooktrout
Brooktrout, Inc., headquartered in Needham, MA, delivers communications
hardware and software products that enable applications for the New
Network(TM) -- a Network born through the marriage of the telephone and data
networks. Brooktrout, Inc.'s mission is to collaborate with its partners so
they can bring innovative solutions to market quickly, increase business and
expand into new markets. Brooktrout believes that a solid focus on customers,
significant first-to-market products and key acquisitions are making it a
partner of choice for today's hottest communications service and enterprise
application providers. Brooktrout, Inc. is traded publicly on NASDAQ under
the symbol BRKT. For more information, visit
http://www.brooktrout.com/investor.
$173 Million
NEEDHAM, Mass. and HYANNIS, Mass., Aug. 18 /PRNewswire-FirstCall/ --
Brooktrout, Inc. (Nasdaq: BRKT), a leading provider of innovative hardware and
software platforms that enable applications for the New Network(TM), announced
today that it has signed a definitive agreement to be acquired by EAS Group,
Inc., the privately held parent of Excel Switching Corporation.
Under the terms of the agreement, Brooktrout stockholders will receive
$13.05 in cash for each share of Brooktrout common stock, representing a 38%
premium over the closing price of Brooktrout common stock on August 17, 2005.
The aggregate consideration to be paid to Brooktrout stockholders is
approximately $173 million.
Excel is a worldwide provider of carrier-class, open services platforms,
media gateways and media servers. The combination of Brooktrout and Excel is
expected to create a leader in enabling technologies for both traditional and
next-generation communications networks, with a broad portfolio of products
and solutions to help both service provider and enterprise customers offer new
applications and enhanced services, as well as cost-effective solutions for
migrating to and leveraging new IP architectures. The combination of
Brooktrout's expertise in media processing, call control, signal processing,
and fax communications with Excel's multi-protocol open-services gateway and
server technology, will offer customers best-in-class, integrated, multi-
service platforms to enable advanced voice, speech, video, fax, and data
applications and services.
"We are pleased to announce this strategic transaction, which provides
great value to our stockholders," said Eric Giler, CEO of Brooktrout. He
continued, "This transaction also offers Brooktrout a unique opportunity to
better serve the current and future needs of its customers and partners."
Marc Zionts, CEO of Excel, said, "This combination will help us create one
of the largest, broadest, and deepest enabling technology product lines in the
communications equipment industry. Together, Excel and Brooktrout will be
better able to address customers' needs, providing them with a wide variety of
choice from a single, world-class vendor. Our increased scale will hasten the
development of new features and platforms and better serve the efforts of our
partners to quickly and efficiently bring new products and services to
market."
Management of Brooktrout will remain committed to working diligently to
meet all customer needs. Following the closing, Mr. Zionts will serve as CEO
of both Brooktrout and Excel.
The transaction will be financed through a combination of equity
contributed by investors in EAS Group including Oak Investment Partners,
TowerBrook Investors, L.P., and Anshutz Investment Company, with debt
financing provided by Comerica Bank. The board of directors of Brooktrout has
approved the transaction and recommended to Brooktrout's stockholders that
they adopt the agreement. The transaction is subject to various conditions,
including approval by the stockholders of Brooktrout and other customary
closing conditions. A special meeting of Brooktrout's stockholders will be
scheduled as soon as practicable following the preparation and filing of proxy
materials with the SEC.
EAS Group's investors include Oak Investment Partners, TowerBrook
Investors, L.P., and Anshutz Investment Company.
Jefferies Broadview, a division of Jefferies & Company, Inc., acted as
financial advisor to Brooktrout. Morgan Stanley & Co. Incorporated, acted as
financial advisor to EAS Group. Wilmer Cutler Pickering Hale and Dorr LLP
acted as legal advisor to Brooktrout, and McDermott Will & Emery LLP acted as
legal advisor to EAS Group.
Conference Call
Brooktrout will host a conference call today, August 18, 2005, at 10 a.m.
Eastern Time to discuss the transaction. The dial-in number for participants
is 973-409-9254, with verbal password "Brook." The conference call will be
simultaneously broadcast live over the Internet. Anyone interested in
listening to this teleconference can do so by logging onto the Brooktrout,
Inc. website at http://www.brooktrout.com/investor.
For those who cannot access the live broadcast, a replay will be available
on the overview page of the website for five business days following the
presentation and will be archived in the Multimedia section of the website
thereafter. Following the live broadcast, a telephone replay will also be
available at 1-973-341-3080, passcode #6397370 until midnight Eastern Time on
Friday, August 19, 2005.
About Brooktrout
Brooktrout, Inc., headquartered in Needham, MA, delivers communications
hardware and software products that enable applications for the New
Network(TM) -- a Network born through the marriage of the telephone and data
networks. Brooktrout, Inc.'s mission is to collaborate with its partners so
they can bring innovative solutions to market quickly, increase business and
expand into new markets. Brooktrout believes that a solid focus on customers,
significant first-to-market products and key acquisitions are making it a
partner of choice for today's hottest communications service and enterprise
application providers. Brooktrout, Inc. is traded publicly on NASDAQ under
the symbol BRKT. For more information, visit
http://www.brooktrout.com/investor.
