FastComm to Acquire Cronus Technology, Inc.Business Editors/High Tech Writers DULLES, Va.--(BUSINESS WIRE)--March 28, 2000 Acquisition Expected to be Accretive to Earnings; Adds High-Growth Signaling Technology Capability and Prestigious Client List FastComm Communications Corporation (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). BB: FSCX) today announced that it has signed a definitive agreement to acquire Cronus Technology, Inc., a privately held company privately held company A firm whose shares are held within a relatively small circle of owners and are not traded publicly. specializing in network signaling hardware and software products. Last year, Cronus generated revenues of approximately $10 million, and its newest product, a signaling gateway A network device that converts control signals from one format to another. For example, a SIGTRAN signaling gateway converts SS7 signals of the PSTN to SIGTRAN for transport over IP. Contrast with media gateway. See SIGTRAN. product for Voice over Internet Protocol See Internet and TCP/IP. (networking) Internet Protocol - (IP) The network layer for the TCP/IP protocol suite widely used on Ethernet networks, defined in STD 5, RFC 791. IP is a connectionless, best-effort packet switching protocol. (VoIP), already has produced nearly $2 million in sales since its introduction in December 1999. "Cronus is the premier signaling solutions provider with proprietary hardware and software platforms deployed in more than 70 countries," notes Peter Madsen Peter Planch Madsen (born April 26, 1978) is a Danish professional football player, who plays as a forward for Danish club Brøndby IF in the Danish Superliga. He has played 13 games and scored three goals for the Danish national team, and Madsen was part of the Danish squad at the , president and chief executive officer of FastComm. "This acquisition gives us an immediate opportunity to combine Cronus' signaling technology with FastComm's convergence products, creating an entirely new class of products that will support the transmission of voice, data, video and fax over the Internet for dramatically lower costs than what is available today. This will be the foundation for a new generation of networking products. "With this acquisition, we dramatically increase our sales potential, capitalizing on Cronus' size, technological expertise, high-caliber and in-demand personnel resources, international presence, and blue-chip customer base." He adds, "The addition of signaling technology to FastComm's strong enterprise network product base will make our products more robust and give us access to a much larger base of potential customers. The combined companies provide a more complete end-to-end integrated solution in the VOIP solution space. Because our distribution channels and customers are complementary another advantage of this acquisition is the opportunity for significant cross-selling to both sets of customers." FastComm expects that the acquisition, prior to amortization of goodwill associated with this transaction, will be accretive for its fiscal year beginning May 1, 2000. Additionally, the company anticipates the combination will result in certain operating efficiencies, which will further add to potential earnings. Under this stock transaction, FastComm will acquire substantially all of the assets of Cronus and assume certain stated liabilities and debt. FastComm will issue 3.7 million shares of common stock, subject to adjustment after completion of a post-closing audit. The valuation is based on forward-looking pricing, with the purchase price estimated at $27 million. Originally founded in 1985 as Anadigicom, Cronus now has 60 employees, most of whom are based in the company's principal operations facility in Chantilly, Virginia Chantilly is an unincorporated community located in western Fairfax County and southeastern Loudoun County of Northern Virginia. Recognized by the U.S. Census Bureau as a census designated place (CDP), the community population was 41,041 as of the 2000 census. . Its customers include network equipment providers such as Cisco, Lucent, Siemens and Nortel, who use the products as part of a larger solution, as well as service providers and carriers that include MCI/Worldcom and AT&T, which incorporate the products into their existing networks. Cronus' core business is based on proprietary signaling technology that enable Voice over Packet networks to interoperate with existing telecommunications networks. It is a leader in solutions using SS7, an interoperable signaling standard supporting the current public switched telephone networks (PSTN (Public Switched Telephone Network) The worldwide voice telephone network. Once only an analog system, the heart of most telephone networks today is all digital. In the U.S. ). Although SS7 is the standard used in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , signaling standards vary widely throughout the world, and Cronus offers products that allow interoperability between incompatible networks. Its flagship product A primary product of a company, which is typically why the company was founded and/or what made it well known. For example, MS-DOS, Windows and the Microsoft Office suite have been flagship products of Microsoft. CorelDRAW is a flagship product of Corel Corporation. is a carrier-class offering that supports a variety of protocols, including xGCP, ANSI (American National Standards Institute, New York, www.ansi.org) A membership organization founded in 1918 that coordinates the development of U.S. voluntary national standards in both the private and public sectors. It is the U.S. member body to ISO and IEC. SS7, ITU-T See ITU. ITU-T - International Telecommunications Union C7, Primary Rate ISDN ISDN in full Integrated Services Digital Network Digital telecommunications network that operates over standard copper telephone wires or other media. , R1, R2 and C5 products. One example of a current application is a signaling interoperability between a Mexico MFC (Microsoft Foundation Class) An application framework for writing Microsoft C/C++ and Visual C++ applications. See application framework. MFC - Microsoft Foundation Class R2 Switch and a U.S. T1 DTMF (Dual-Tone MultiFrequency) The type of audio signals that are generated when you press the buttons on a touch-tone telephone. See also DMTF. DTMF - Dual Tone Multi Frequency Switch. Cronus also has entered the VoIP market with the development and shipment of its newest product. This product, based on the company's core signaling expertise, supports the new converged Voice over IP and Voice over ATM markets. With the growth of the Internet and wireless technologies, Internet Protocol is becoming the dominant transport method for next-generation telecommunications. The challenge is to ensure the same quality of service that users expect from today's public switched telephone networks, allowing interoperability with existing networks, ubiquitous call completion, and transparency of services such as calling card, voice messaging Using voice mail as an alternative to electronic mail, in which voice messages are intentionally recorded, not because the recipient was not available. , 800 numbers, and emergency (911) services. Dhru Desai, chief executive officer of Cronus, states, "Our position in the emerging VoIP market represents a huge growth opportunity, and we believe that the partnership of FastComm and Cronus will create a VoIP solution deployment that will deliver stronger performance at a lower price to our existing customers, as well as an entirely new set of customers--the emerging carriers such as Ecocom Telecommunications and the internet business unit of Cable & Wireless. "We are anxious to start packaging our products as a total solution to both FastComm and Cronus customers, and developing signaling integrated access devices that will be unique in our industry," he notes. FastComm expects to complete the acquisition within several weeks, at which time it plans to hold an investor conference call to discuss the potential of the FastComm/Cronus combination and further details. Pete Madsen concludes, "We recently had outlined our plans to accelerate our growth and enter complementary markets, and the acquisition of Cronus meets all our acquisition criteria. In addition to Cronus' product development and growth opportunities, we believe that Cronus will be able to offer FastComm products to its customers, and vice versa VICE VERSA. On the contrary; on opposite sides. . And finally, the prospect of working together to integrate signaling technology with convergence products to build an entirely new product suite is extremely exciting to both our organizations." About FastComm FastComm designs, develops, and manufactures advanced WAN/LAN/Global network routing and switching equipment, controllers and processors for IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) environments, Internet access See how to access the Internet. products, and related networking devices. It is a total system solution provider specializing in voice/fax/video/data over IP and Frame Relay A high-speed packet switching protocol used in wide area networks (WANs). Providing a granular service of up to DS3 speed (45 Mbps), it has become popular for LAN to LAN connections across remote distances, and services are offered by most major carriers. . FastComm is a leader in the effort to provide optimal migration paths for legacy networks that are upgrading to newer routing technologies. The corporate goal is to provide customers with leading-edge networking technology and a cost-effective means of incorporating these technologies into new or existing networks. FastComm prides itself in its ability to customize networks to meet the specific needs of their customers. These customers include state governments, federal agencies, and multinational corporations. For more information, or to request a data sheet of any FastComm product, please contact the company via phone (703) 318-7750; fax (703) 787-4625; email info@fastcomm.com; or visit FastComm on the World Wide Web at http:\\www.fastcomm.com . The Company's Form 10Q was filed electronically and is available at http:\\www.sec.gov/edgar.htm . FastComm products include the WEB Router(TM), GlobalView(TM), EtherFRAD(TM), RingFRAD(TM), MetroLan(TM), QUICK II(TM), ChanlComm(R) and GlobalStack(TM). These products provide routed and switched Voice/Data and Video access solutions for bandwidths ranging from 9.6kbps to full T1/E1 over Leased Line, Frame Relay, X.25 and digital and analog networks. FastComm, WEB.router, GlobalView, MetroLan, MonoFRAD, EtherFRAD, RingFRAD, QUICK II, GlobalStack and SuperView are all trademarks of FastComm Communications Corp. ChanlComm(R) is a registered trademark of FastComm Communications Corp. All rights reserved. All other trademarks are the property of their respective owners. About Cronus Cronus Communications, Inc. ( http://www.cronuscom.com ) is a leading, privately held provider of system interoperability solutions to the telecommunications industry. Drawing on more than 14 years of experience in the signaling market and an installed base in over 70 countries, Cronus has become a leader in this industry by developing state-of-the-art signaling solutions and rate conversion products. Cronus continues to deliver innovative signaling and gateway solutions to industry. Forward-looking statements are made in this release pursuant to the 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. provisions 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. Investors are cautioned that all forward looking statements are subject to risk and uncertainties, including, without limitation, the timing of new announcements or introductions by the company and its competitors, the hiring and retention of key employees, competitive pricing pressure, dependence on third parties for components and products, and general economic conditions in the United States and international markets, and the risk factors detailed from time to time in the Company's periodic reports and registration statements filed with the Securities and Exchange Commission. |
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