ADC Completes Acquisition of Centigram Communications.Business Editors & High Tech Writers MINNEAPOLIS & SAN JOSE San Jose, city, United States San Jose (sănəzā`, săn hōzā`), city (1990 pop. 782,248), seat of Santa Clara co., W central Calif.; founded 1777, inc. 1850. , Calif.--(BUSINESS WIRE)--July 26, 2000 ADC (1) See A/D converter. (2) (Apple Display Connector) A peripheral connector from Apple that combines digital video display, USB and power in one cable. Adds Capability to Offer Broadband Service Providers Solutions to Generate Additional Revenues and Differentiate Services ADC (Nasdaq: ADCT ADCT Adaptive Discrete Cosine Transform , www.adc.com) today announced that it has completed the acquisition of Centigram cen·ti·gram n. A metric unit of mass equal to one hundredth (10-2) of a gram. centigram one-hundredth of a gram; abbreviated cg. Communications (Nasdaq: CGRM CGRM Computer Graphics Reference Model (ISO) , www.centigram.com). Effective Thursday, July 27, 2000, Centigram's shares will no longer be traded on The Nasdaq Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. . A letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. setting forth the procedure for surrendering stock certificates in exchange for cash payment will be sent to Centigram shareholders by Wells Fargo Wells Fargo armored carriers of bullion. [Am. Hist.: Brewer Dictionary, 1147] See : Protectiveness Wells Fargo company that handled express service to western states; often robbed. [Am. Hist. Shareowner Services as the Paying Agent Paying Agent An agent who accepts payments from the issuer of a security and then distributes the payments to the holders of the security. Also known as a "disbursing agent. (Telephone: (800) 468-9716 or (651) 450-4064). The cash acquisition has a fixed purchase price of approximately $200 million for all Centigram shares and stock options outstanding as of the closing date and will be accounted for using the purchase method. Due to the fixed purchase price, the per share amount of the acquisition has been determined as of the closing based on the number of outstanding Centigram shares and options on such date. As previously announced by Centigram, Centigram has entered into an agreement with the court-appointed receiver for Credit Bancorp, Ltd., which provides for the return of 900,000 treasury shares deposited by Centigram with Credit Bancorp in exchange for a cash payment of approximately $12.1 million. The court supervising the Credit Bancorp receivership approved the agreement on June 14, 2000. The period during which a party may appeal the court's order is expected to expire on or about August 22, 2000. Because the appeal period has not expired as of the closing date, the per share amount paid to Centigram's stockholders has been calculated as if the 900,000 shares were outstanding, resulting in a cash payment of $24.12 per share to Centigram's stockholders, and $21,708,000 ($24.12 per share multiplied by 900,000 shares) in cash has been placed in escrow until expiration of the appeal period or resolution of the outstanding issues related to Centigram's treasury stock. The net amount remaining in escrow after recovery of all the treasury shares and resolution of any outstanding treasury share issues will be paid to the former Centigram stockholders and stock option holders. Centigram Communications is a leading global provider of Internet-enabled call management, WAP-based messaging and unified communications services to mobile and landline telecom service providers. Leveraging its expertise in voice messaging, call processing and IP-enabled multimedia messaging, the company is delivering next-generation communications services that enable the transmission of voice, text, and multimedia content to wireless and wireline phones, PCs and WAP-enabled devices. The company delivers these services on the highly integrated Series 6 platform and the Centigram Short Messaging Service Center. About ADC ADC is The Broadband Company(TM). ADC's network equipment, software and integration services make broadband communications a reality worldwide by enabling communications service providers to deliver high-speed Internet, data, video and voice services to homes and businesses. ADC (Nasdaq: ADCT) has annual sales of over $2.3 billion and employs more than 16,900 people worldwide. ADC's stock is included in the Standard & Poor's 500 Index and the Nasdaq-100 Index. Learn more about ADC Telecommunications, Inc. at www.adc.com. Cautionary Statement under the Private Securities Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. Reform Act of 1995 Any forward-looking statements contained herein reflect management's current expectations or beliefs. ADC Telecommunications cautions readers that future actual results could differ materially from those in forward-looking statements depending on the outcome of certain factors, including the risks and uncertainties identified in Exhibit 99-a to ADC's Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended October 31, 1999. |
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