Sync Research, Osicom Technologies' Network Access Subsidiary to Merge; Combined Entity to be Named Entrada Networks.Business Editors and High-Tech high-tech also hi-tech adj. Informal Of, relating to, or resembling high technology. high-tech Adjective same as hi-tech Adj. 1. Writers IRVINE and SANTA MONICA Santa Monica (săn`tə mŏn`ĭkə), city (1990 pop. 86,905), Los Angeles co., S Calif., on Santa Monica Bay; inc. 1886. Tourism and retailing are important, and the city has motion-picture, biotechnology, and software industries. , Calif.--(BUSINESS WIRE)--April 11, 2000 Sync Research Inc. (Nasdaq:SYNX), a provider of Wide Area Networking solutions, and Osicom Technologies Inc. (Nasdaq:FIBR FIBR Forward Indicator Bit Received ), a pioneer of optical networking Communications between computers, telephones and other electronic devices using light. An optical network is far more reliable and has far greater potential transmission capacity than networking in the electrical domain. See optical fiber. technologies for the Metropolitan market, Tuesday jointly announced that the two companies have signed a definitive agreement to merge Sync and Osicom's wholly owned Network Access subsidiary. The combined publicly-held company is expected to be named Entrada Networks. In exchange for one hundred percent of the stock of Osicom's Network Access subsidiary, Sync will issue to Osicom shares of Sync common stock such that at the closing of the transaction, Osicom and Sync shareholders will each hold fifty percent of Sync's outstanding common stock. The merger is subject to the approval of Sync's shareholders as well as other customary closing conditions. Osicom's Network Access subsidiary, based in Annapolis Junction, Maryland Maryland (mâr`ələnd), one of the Middle Atlantic states of the United States. It is bounded by Delaware and the Atlantic Ocean (E), the District of Columbia (S), Virginia and West Virginia (S, W), and Pennsylvania (N). , develops, manufactures, markets and sells high speed Local Area Network and Wide Area Network access products. Network Access revenues for the fiscal quarter ending April 30, 2000, are expected to exceed $4 million. Sync Research develops, manufactures, markets and sells 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. circuit management solutions, multi-service frame relay access and routing solutions, and a series of digital transmission products. Sync's revenues are expected to be in the range of $3.0 million to $3.2 million for the first quarter ended March 31, 2000. Sync President and Chief Executive Officer William Guerry commented, "These two businesses bring to the table complementary product lines, technical capabilities and sales channels, as well as other assets other assets Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately. . We are excited about the potential of Entrada Networks and the opportunity this merger will create for us to develop new products aimed at high growth markets. Among these are near-term plans to develop products for Storage Area Networking." Osicom's Chairman and Chief Executive Officer Par Chadha said, "The launch of Entrada Networks is consistent with our plan to build a company specifically focused on the network access space. We expect that the combination of these businesses will create a stronger company with respect to current product lines, as well as build a foundation for future growth." The companies encourage investors and security holders to read Sync's Registration Statement on Form S-4 and the Prospectus/Proxy Statement of Sync Research, Inc., relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the merger transaction described above, when those documents become available, because they will contain important information. When these and other documents relating to the transaction have been filed with the U.S. Securities and Exchange Commission, they may be obtained free of charge at the SEC's Web site at http://www.sec.gov. You may also obtain each of these documents (when they become available) free of charge from Sync Research by directing your request to the Sync Research investor relations Investor relations The process by which the corporation communicates with its investors. contact person identified in this release. This release contains 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. within the meaning of 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. The words "expects," "believes" and variations of these and other words, are meant to identify such forward-looking statements. These forward-looking statements are based on management's current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: 1) the failure of Entrada Networks' management to successfully integrate the operations of Sync Research and Osicom's Network Access subsidiary; 2) the necessity of Entrada to bear significant or unforeseen costs related to the merger; 3) the failure of Sync's stockholders to approve the merger; 4) the inability of Sync Research or Osicom Technologies to obtain, or meet conditions imposed upon them for governmental approval of the merger; 5) Entrada's inability to further identify, develop and achieve commercial success for new products, services and technologies; 6) increased competition from Entrada's many entrenched en·trench also in·trench v. en·trenched, en·trench·ing, en·trench·es v.tr. 1. To provide with a trench, especially for the purpose of fortifying or defending. 2. , larger and potentially more powerful competitors in the Storage Area Networking market generally; 7) other uncertainties relating to the effectiveness of merger-related consolidation activities; 8) the effect of the merger upon the customers of Sync and Osicom's Network Access subsidiary and those customers' decisions to purchase products and services prior to the merger from either company, or after the merger from Entrada Networks; and 9) and the other risk factors set forth in reports filed with the Securities and Exchange Commission by Sync Research or Osicom Technologies, including each company's Reports on Forms 10-K and 10-Q. |
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