Siemens and Efficient Networks Complete Acquisition.Business Editors/Hi-Tech Writers MUNICH, Germany & BOCA RATON, Fla. & DALLAS--(BUSINESS WIRE)-- April 4, 2001 Siemens AG (NYSE NYSE See: New York Stock Exchange :SI) by its Information and Communication Networks Group (ICN ICN International Council of Nurses. ) today announced the completion of its acquisition of Efficient Networks, Inc. On February 22, 2001, Siemens and Efficient Networks, Inc. announced that they had entered into a merger agreement under which a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Siemens, Memphis Acquisition Inc., commenced on March 2, 2001 an all-cash tender offer for all of Efficient Networks' outstanding common stock at a price of $23.50 per share. Siemens acquired more than 90% of the outstanding shares of Efficient Networks common stock pursuant to a tender offer that expired on Thursday, March 29, 2001. In the second step of the acquisition, Memphis Acquisition Inc. merged with Efficient Networks on April 3, 2001 and Efficient Networks became a wholly owned subsidiary of Siemens. Under applicable law, the merger of Memphis Acquisition Inc. and Efficient Networks was permitted without a formal meeting of the stockholders of Efficient Networks. Prior to commencement of the tender offer, Siemens held approximately 6.34% of the outstanding shares of Efficient Networks. About Siemens Information and Communication Networks Group Siemens Information and Communication Networks Group (ICN) is a leading provider of integrated voice and data networks for enterprises, carriers and service providers. Its comprehensive portfolio comprises, in particular, IP-based convergence solutions, and a full range of products for broadband access, optical transport networks, as well as the integration, services and applications business. The Siemens Group provides complete solutions from a single source for the infrastructure of the Next Generation Internet See Internet2. , a prerequisite for mobile business. In fiscal year 2000 (year-end 30 September 2000) ICN posted sales of 11.4 billion Euro, and earnings before interest and taxes In financial and business accounting, earnings before interest and taxes (EBIT) is a measure of a firm's profitability that excludes interest and income tax expenses.[1] EBIT = Operating Revenue – Operating Expenses + Non-operating Income (EBIT EBIT See: Earnings Before Interest and Taxes EBIT See earnings before interest and taxes (EBIT). ) of 692 million Euro. ICN employs 53,000 people worldwide. Siemens AG, headquartered in Berlin and Munich, Germany, is a leading global electrical engineering and electronics company, employing over 447,000 people in 193 countries, with sales in excess of $73 billion worldwide in fiscal 2000. The United States is the largest market for Siemens globally. In the U.S., Siemens employs more than 73,000 employees and achieved sales of more than $16.2 billion in fiscal 2000. Siemens' U.S. businesses are leaders in the information and communication, healthcare, energy, industry, financial services, transportation and lighting sectors. Further information about ICN is available at: http://www.ic.siemens.com/networks About Efficient Networks Efficient Networks, based in Dallas, Texas, USA, is a leading independent developer and supplier of high-speed DSL DSL in full Digital Subscriber Line Broadband digital communications connection that operates over standard copper telephone wires. It requires a DSL modem, which splits transmissions into two frequency bands: the lower frequencies for voice (ordinary CPE (Customer Premises Equipment) Communications equipment that resides on the customer's premises. CPE - Customer Premises Equipment . Efficient Networks has approximately 600 employees. Efficient Networks' customers include network service providers, network equipment vendors and carrier-aligned distributors. Significant customers for the calendar year 2000 include: AOL (A division of Time Warner, Inc., New York, NY, www.aol.com) The world's largest online information service with access to the Internet, e-mail, chat rooms and a variety of databases and services. , Bell South, Hanaro Telecom, SBC (1) (SBC Communications Inc., San Antonio, TX, www.sbc.com) A large, national telecommunications company that grew from a multitude of local and regional companies, including Southwestern Bell, Pacific Bell and Nevada Bell, into a single, unified brand by 2002. Communications, Singapore Telecom, Sprint, TeleDanmark, Telefonica and Worldcom. Efficient Networks reported sales of $102.5 million in the quarter ended December 31, 2000. Losses before interest, tax and amortization were $8.6 million for the period. As of December 31, 2000, Efficient Networks had total stockholders' equity Stockholders' Equity The portion of the balance sheet that includes capital received from investors in exchange for stock (paid-in capital), donated capital, and retained earnings. This is equal to total assets minus liabilities, preferred stock and intangible assets. of $987.9 million, cash and short-term investments of $436.4 million and convertible subordinated notes of $400.0 million. Any statements in this document that are not historical facts are forward-looking statements that involve risks and uncertainties; actual results may differ from the forward-looking statements. Siemens AG undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. |
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