Vertical Completes Acquisition of Vodavi.CAMBRIDGE, Mass. -- Vertical Communications Vertical Communications, Inc. NASDAQ: VRCC is a corporation that specializes in software-based PBXes (eg business telephone systems). Vertical Communications changed its name on 1 January, 2005 from Artisoft, Inc. after acquiring Vertical Networks in September 2004. (VRCC VRCC Valkyrie Riders Cruiser Club (Motorcyclists) VRCC Vehicle Roadside Communications .OB)("Vertical"), a leading provider of next-generation, IP-based phone systems and applications that help businesses better serve their customers, announced today the completion of its acquisition of Phoenix, Arizona-based Vodavi Technology, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :VTEK) ("Vodavi") for $7.50 per share, or approximately $31.1 million in the aggregate. To finance the Vodavi acquisition as well as to provide additional corporate working capital, Vertical completed a private placement transaction through the issuance of convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". of approximately $27 million and also secured debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay of up to $30 million. As a result of the merger, trading in Vodavi's stock has been suspended, and its shares will no longer be listed on the NASDAQ Capital Market Originally called the NASDAQ Small Cap Market, NASDAQ announced a name change to the NASDAQ Capital Market on September 27, 2005. [1] The NASDAQ Capital Market exists for securities of smaller, less-capitalized companies (small caps) that do not qualify for . The combination of Vertical and Vodavi positions Vertical as a top-five telephony vendor serving the small to medium-sized business (SMB (1) (Small to Medium-sized Business) Also called "SME" (small to medium-sized enterprise), it refers to companies that are larger than the small office/home office (SOHO), but not huge. ) market in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , based on line shipments. "We are pleased to complete the Vodavi acquisition and we look forward to working with our expanded base of employees and dealers in maximizing the benefits of this transaction," said Bill Tauscher, Chairman and Chief Executive Officer. "The Vodavi acquisition substantially ratchets up our combined research and development footprint and should allow us to more rapidly bring innovative product solutions and enhancements to market. Additionally, the improved financial strength of the Company resulting from our recent financing transactions benefits both dealers and their end customers." Associated with the Vodavi acquisition, Vertical will benefit from a strategic business relationship with LG-Nortel Co., Ltd. ("LGN LGN - Linear Graph Notation "), formerly Vodavi's largest shareholder and currently its primary product development and manufacturing business partner. LGN, a worldwide leader in the telecommunications industry with world-class product development and manufacturing capabilities, made a $6.5 million convertible preferred stock equity investment into Vertical and, consequently, owns approximately 11 percent of Vertical's fully diluted voting shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. outstanding. Vertical was formed through the combination of three industry-leading companies. In September 2004, Artisoft acquired Vertical Networks to form Vertical Communications, which then acquired the assets of Comdial in September 2005. Vertical has now completed the next step in its growth by acquiring Vodavi Technology, Inc. With a current installed base of over 200,000 customers, Vertical now features more than 300 employees in six principal locations 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. and Europe, and an active worldwide distribution channel of more than 2,000 value-added resellers A value-added reseller (VAR) is a company that adds some feature(s) to an existing product(s), then resells it (usually to end-users) as an integrated product or complete "turn-key" solution. , distributors and systems integrators. Vertical's vision is to help organizations transform their businesses by unlocking the hidden potential of phone systems and voice to deliver enhanced customer service, reduce communications costs and significantly improve operational efficiencies. This acquisition is the next step in a series of initiatives Vertical has undertaken to realize its vision of building a world-class telephony organization, with the product set, market reach and channel footprint to deliver next-generation telephony solutions and voice applications to customers ranging from small and medium-sized businesses to large, distributed enterprises. For a more detailed description of the terms and conditions of the acquisition, please see the Company's 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. which will be filed with the Securities and Exchange Commission in connection with the consummation of the merger. About Vertical Vertical Communications, Inc. is a leading provider of next-generation IP-based voice and data communications data communications, application of telecommunications technology to the problem of transmitting data, especially to, from, or between computers. In popular usage, it is said that data communications make it possible for one computer to "talk" with another. systems for business. Vertical combines voice and data technologies with business process understanding to deliver integrated IP-PBX and application solutions that enhance customer service and business productivity. Vertical's customers are leading companies of all sizes - from small to large and distributed - and include CVS/pharmacy, Staples and Apria Healthcare. Vertical is headquartered in Cambridge, Mass. and delivers its solutions through a worldwide network of systems integrators, resellers and distributors. For more information, please visit the company's Website at www.vertical.com. "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. " Statement under 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. This document 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. based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to important facts and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements in this document address a variety of subjects, including, without limitation, statements about the benefits the Company expects to achieve upon the acquisition of Vodavi, including, without limitation, the benefits that the acquisition will have on the Company's dealers and customers and the anticipated benefits from the consolidation of the Company's and Vodavi's research and development resources; the Company's assumptions about the future performance of Vodavi; the Company's ability to achieve certain synergies and economies of scale upon the completion of the acquisition; the Company's ability to become a significant player within the IP-PBX telephony market; the Company's ability to meet the future obligations that it has or will incur after the closing of the acquisition, and others. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that the Company may fail to achieve the anticipated benefits from the acquisition, including, without limitation, failing to obtain the desired benefits for the Company's dealers and customers or the failure to realize the anticipated benefits from the consolidation of the Company's and Vodavi's research and development resources; the risk that the Company's assumptions about the future performance of Vodavi may prove to be incorrect; the risk that the Company may be unable to achieve the desired synergies and economies of scale upon the completion of the acquisition; the risk that the Company may be unable to become a significant player within the IP-PBX telephony market; the risk that the Company may be unable to meet its future obligations upon the closing of the acquisition; and other risks and assumptions detailed in the Company's filings with the Securities and Exchange Commission. Trademark Information Vertical Communications and the Vertical Communications logo and combinations thereof are trademarks of Vertical Communications, Inc. TeleVantage, InstantOffice and Vertical Networks are registered trademarks of Vertical Communications, Inc. All other brand and product names are used for identification only and are the property of their respective holders. |
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