DSET To Merge With NE Technologies.Business Editors SHREWSBURY, N.J.--(BUSINESS WIRE)--Nov. 8, 2002 DSET DSET Desert Sunshine Exposure Testing Inc. Corporation (Nasdaq SmallCap: DSET) (the "Company"), announced today that it has entered into a definitive Agreement of Merger under which all outstanding shares of DSET will be acquired by a newly formed subsidiary of NE Technologies, Inc. at $0.30 per share. The Agreement of Merger provides that the acquiror will pay $0.30 in cash for each outstanding share of the Company's Common Stock, an 87.5% increase over the closing price on November 7, 2002 of $0.16. Certain significant shareholders of DSET have agreed to vote in favor of the transaction. The transaction, which is structured as a cash merger, was unanimously approved by the Company's Board of Directors. Binay Sugla, president and chief executive officer of DSET said, "Given the current state of the telecom market and the financial state of DSET, we believe the Company needs to be part of a financially healthy entity. Moreover, we believe the $0.30 cash offer provides an attractive premium for our shareholders. NE Technologies and DSET have worked together for several years. NE already supports many of DSET's customers and, more recently, became a reseller An organization that sells hardware and software to the general public. Resellers purchase products from software publishers and hardware manufacturers. for DSET's IPSource product line. As a result, we expect that the combined company will be able to increase the level of service and support for its customers." Dilip Naik, chief executive officer of NE Technologies said, "NE Technologies and DSET have worked together for several years in harmony to service a number of common customers. This union provides great synergy to our strategic direction." Vish Emani, chief operating officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of NE Technologies said, "We will continue to provide the highest level of uninterrupted services to our newly expanded worldwide customer base." Kaufman Bros BROS Brothers BROS Benefits and Retirement Operations Section (King County, Washington) BROS Barnes and Richmond Operatic Society (London, UK) ., L.P. is acting as the exclusive financial advisor to the Board of Directors of the Company in connection with the proposed transaction. The transaction must be approved by the Company's shareholders. Completion of the merger is also subject to certain customary closing conditions. It is expected that the shareholders of DSET will be asked to vote on the proposed merger at a meeting to be held in the fourth quarter of 2002. IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC DSET Corporation plans to file with the SEC and mail to its shareholders a Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. in connection with the transaction. The Proxy Statement will contain important information about NE Technologies, Inc., NE Technologies Acquisition Corporation, DSET Corporation, the transaction and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by DSET Corporation and by NE Technologies, Inc. through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Proxy Statement, when available, from DSET by contacting Mr. Bruce M. Crowell, c/o DSET Corporation, 661 Shrewsbury Avenue, Shrewsbury, New Jersey
Shrewsbury is a Borough in Monmouth County, New Jersey, United States. As of the United States 2000 Census, the borough population was 3,590. 07702. NE Technologies and its subsidiary may be deemed to be participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies in respect of the transactions contemplated by the merger agreement. DSET Corporation and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding DSET's directors and executive officers is contained in DSET's 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 year ended December 31, 2001, as amended, and its proxy statement dated January 3, 2002, which are filed with the SEC. As of October 31, 2002, DSET's directors and executive officers beneficially owned approximately 1,167,979 shares, or 21.1%, of DSET's common stock. In addition, certain additional information regarding the directors and executive officers of DSET is set forth in the Company's Current Report on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. , filed with the SEC on November 1, 2002. A more complete description will be available in the Proxy Statement. SAFE HARBOR Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. FOR FORWARD-LOOKING STATEMENTS forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Statements in this press release regarding the proposed transaction between NE Technologies, Inc. and DSET Corporation, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about NE Technologies, Inc. or DSET Corporation, managements' future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," estimates and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the ability to consummate the transaction. NE Technologies, Inc. and DSET Corporation disclaim dis·claim v. dis·claimed, dis·claim·ing, dis·claims v.tr. 1. To deny or renounce any claim to or connection with; disown. 2. To deny the validity of; repudiate. 3. any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release. About DSET DSET Corporation (www.dset.com) is one of the leading providers of innovative OSS Oss (ôs), city (1994 pop. 62,141), North Brabant prov., S Netherlands; chartered 1399. It is a significant industrial center. Manufactures include meat products, chemicals, pharmaceuticals, electrical equipment, and metalware. software solutions designed to minimize operational costs and maximize the value of service offerings for telecommunications providers around the world. Since 1989, DSET's field-proven products have been used to build critical global network applications that generate immediate return on investment. DSET's portfolio of industry-leading products include: IPSource, an advanced IP provisioning, activation and configuration platform enabling providers to deploy, modify and manage services quickly, reliably and profitably; and electronic-bonding gateways that allow competitive service providers to exchange information electronically with other telecommunications providers which significantly reduce the time required to provision services and resolve service outages for their customers. Note: News releases and other information about DSET can be accessed at www.dset.com. About NE Technologies NE Technologies is a global telecom software and solutions provider to equipment manufacturers, service providers and system integrators. The Company provides a comprehensive portfolio of Telecommunications Management Network The Telecommunications Management Network is a protocol model defined by ITU-T for managing open systems in a communications network. It is part of the ITU-T Recommendation series M.3000 and is based on the OSI management specifications in ITU-T Recommendation series X.700. (TMN (Telecommunications Management Network) A set of international standards for network management from the ITU. It is used by large carriers such as Sprint, Verizon and AT&T. ) solutions that assist in the rapid development of Operational Software Solutions (OSS); Carrier Gateways; Protocol Stacks The set of protocols used in a communications network. A protocol stack is a prescribed hierarchy of software layers, starting from the application layer at the top (the source of the data being sent) to the data link layer at the bottom (transmitting the bits on the wire). ; land and wireless network Test Tools; and software solutions required in the operation of service provider networks. NE Technologies products and services are deployed in hundreds of telecom networks across the globe, supporting mission critical network management applications and services. NE Technologies is headquartered in Norcross, Georgia Norcross is a city in Gwinnett County, Georgia, United States. The city had a population of 8,410 in 2000. Census Estimates for 2005 show a population of 9,887. History Norcross was founded in 1866 by John Thrasher. (Atlanta suburb), with a strong offshore engineering operation in India. The Company's web site can be viewed at www.netechinc.com. DSET and the DSET logo are registered trademarks of DSET Corporation. All other trademarks are the property of their respective owners. |
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