Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report 4 13K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 76 332K
Liquidation or Succession
3: EX-99.1 Miscellaneous Exhibit 3 18K
4: EX-99.2 Miscellaneous Exhibit 2± 10K
EX-99.1 — Miscellaneous Exhibit
EX-99.1 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
---|
EXHIBIT 99.1
CONTACTS
Scott St. Clair Martine Nadeau Lauren Felice
Netergy Networks U|Force Ruder Finn
(408) 654-0998 (514) 282-8484 x 259 (212) 593-6370
scott.stclair@netergynet.com martine.nadeau@uforce.com felicel@ruderfinn.com
NETERGY NETWORKS TO ACQUIRE U|FORCE
U|Force and Netergy Networks VoIP Products Deliver
Converged Communication Solutions to Service Providers
SANTA CLARA, Calif. and MONTREAL, Canada (May 19, 2000) - Netergy(TM) Networks,
Inc. (Nasdaq: NTRG), a leading provider of Internet protocol (IP) telephony
solutions, today announced that it has entered into a definitive agreement to
acquire U|Force(TM), a private company based in Montreal, Canada. U|Force
provides a comprehensive Java platform, the Service Life Cycle Environment
(SLCE(TM)), which includes an open service creation environment (SCE) and
prepackaged services that can be customized to respond to the evolving needs of
service providers. Netergy Networks and U|Force have been working closely
together in recent months to integrate and jointly market their IP telephony
products.
Under the terms of the agreement, Netergy Networks will exchange approximately
3.6 million shares of Netergy Networks common stock for all outstanding shares
of U|Force. In addition, Netergy Networks will substitute approximately one
million options for the purchase of its common stock in place of all outstanding
U|Force options. Based on the closing price of $12.00 on May 18, 2000 and the
value of U|Force employee stock options assumed, the transaction is valued at
about $51 million. Closing is expected to occur within 60 days, upon
satisfaction of regulatory requirements and other customary closing conditions.
The acquisition will be accounted for as a purchase transaction and will result
in a charge for purchased in-process R&D expense in the quarter in which closing
occurs.
The U|Force SLCE leverages Java technology to create, deploy and manage services
for telecommunications service providers (including telephone, cable and
wireless companies), Internet service providers (ISPs) and application service
providers (ASPs). The SLCE is designed to handle all steps of a service life
cycle from inception to creation, deployment, administration and maintenance.
Service providers can use the SLCE to create and deliver services such as
unified messaging that benefit from the convergence of voice, data and images.
These services can be delivered using a variety of devices, including IP phones,
wireless phones or handheld computing devices. To facilitate service creation,
U|Force provides a variety of prepackaged services such as unified messaging
services, e-merged voice services (e.g., interactive voice response (IVR)),
prepaid card services and u-business services, that service providers can modify
or deploy as is. U|Force has approximately 85 employees of which 60 are engaged
in research and development.
(more)
NETERGY NETWORKS TO ACQUIRE U|Force
Page 2
Netergy Networks provides integrated IP telephony solutions that enable service
providers - including telephone companies, ISPs and ASPs - to deliver hosted
iPBX(TM) services. The company's IP telephony solutions include the Netergy
Advanced Telephony System (ATS), which is comprised of the Java-based Netergy
iPBX server system and Netergy terminal adapters. The company also designs and
markets chips and embedded software for IP telephones and network appliances.
Because of their common Java technology base, the Netergy ATS and U|Force SCLE
can be rapidly integrated into a single product to deliver services such as
unified messaging and prepaid card services. The SLCE further increases the
value of Netergy Networks' hosted iPBX services by allowing service providers to
rapidly create and customize services, lowering the potential for customer
turnover and increasing their revenues. In addition, the combination of the
Netergy ATS and U|Force SLCE should enable the combined entity to more rapidly
enter the market for next-generation IP PSTN and wireless enhanced services.
Netergy Networks' current partners include Cisco, Philips, Sun Microsystems and
tti. U|Force has established relationships with iPlanet (Sun-Netscape), Sun
Microsystems and Unisphere Solutions.
"We are very excited about our combination with U|Force," said Dr. Paul Voois,
Chairman and CEO of Netergy Networks. "This is truly a case where the whole is
greater than the sum of the parts. The companies' common vision and
complementary technology will enable us to provide powerful new IP telephony
solutions to our service provider customers and their end users. For example, we
have already demonstrated the combination of our hosted iPBX and U|Force's
unified messaging system. In addition, both companies bring important partners
to the table, including Cisco and Unisphere Solutions, who have the potential to
speed the scope and breadth of deployment of our companies' products."
"Our philosophies, from our joint use of Java to our focus on business
communications, are remarkably complimentary," said Jean-Luc Calonne, President
and CEO of U|Force, "which makes this merger a terrific match for us. Together
we will lead the delivery of solutions that converge voice, data and image over
a full range of current and future communications devices on any platform. The
U|Force leading-edge Service Life Cycle Environment and prepackaged converged
communication services give service providers the tremendous flexibility and
agility needed to respond to a market environment that is changing at Internet
speed. We are ready now with solutions for current and emerging services such as
hosted iPBX and unified messaging, and we will be there as next generations of
services develop."
U|Force will operate as a Netergy Networks' subsidiary under the direction
Jean-Luc Calonne as president. The new unit will combine sales, support,
integration, marketing and development functions for the Netergy hosted iPBX
product line as well as the U|Force SCLE. Calonne will report to Dr. Voois. The
unit will be based in Montreal.
U|Force's highly skilled developers and engineers will substantially expand
Netergy Networks' R&D base in a telecommunication market where such resources
are scarce. The company intends to take advantage of Montreal's growing pool of
well-trained engineers to further expand their R&D efforts there. In addition,
adding U|Force's presence on the East Coast of the North America to
(more)
NETERGY NETWORKS TO ACQUIRE U|Force
Page 3
Netergy Networks' presence in Silicon Valley and Europe will considerably
increase the combined companies' geographic presence and the breadth of its
sales and service channels.
ABOUT U|FORCE
U|Force is a privately held company that provides a Service Life Cycle
Environment (SLCE), including an open service creation environment (SCE) and
customizable services to service providers. U|Force's products enable the rapid
creation, implementation and delivery of enhanced voice and data services for
existing and next generation communications networks. The combination of
U|Force's open technology platform, SLCE, and pre-packaged services is designed
to respond to the changing needs of service providers and help them thrive in an
evolving unified communications world. Headquartered in Montreal, U|Force also
has offices in Hull. U|Force's investors include the Societe generale de
finanement du Quebec (SGF). More information on the company can be found at
www.Uforce.com.
ABOUT NETERGY NETWORKS
Formerly known as 8x8, Netergy Networks is a leading provider of highly
integrated IP telephony solutions to telephone service providers and
telecommunication equipment manufacturers. Netergy Networks' IP telephony
solutions include network software and systems as well as embedded technology.
The company is based in Santa Clara, California, and has offices in France and
the United Kingdom. For more information, visit Netergy Networks' web site at
www.netergynet.com.
# # #
This press release contains forward-looking statements. The actual results of
8x8, dba Netergy Networks (the Company), may differ materially from the results
discussed, implied or forecasted in the forward-looking statements due to
factors including, but not limited to, the risks inherent in acquisitions of
technologies and businesses, including the timing and successful completion of
U|Force's SCLE technology and product development; the risks inherent in
productizing U|Force's SCLE, including the high standards of reliability and
scalability required of carrier-grade telephony software; the timing and
successful integration of the Netergy ATS and U|Force SCLE products; dependence
on new product introduction; changing relationships with customers, suppliers
and strategic partners; the risks that the acquisition cannot be completed
successfully or that anticipated benefits are not realized; unanticipated
expenditures, accounting treatment and charges; the risks associated with
managing a foreign subsidiary, including retaining key personnel and
coordinating operations; uncertainty of future profitability; the uncertainty of
market acceptance of IP telephony; the limits of existing IP telephony
technology; rapid technological change; compliance with industry standards;
dependence on key personnel; and current and potential competition. Further
information on these and other factors that could affect the actual results of
are included in the Company's Report on Form 10-Q for the quarter ended December
31, 1999, which is on file with the Securities and Exchange Commission. The
Company assumes no obligation to revise or update any forward-looking statements
contained in this press release.
Netergy and hosted iPBX are trademarks of Netergy Networks, Inc. SLCE, U|Force,
U|Builder, U|Editor, U|Applications and U|Mediate are trademarks of U|Force Ltd.
All other trademarks are the property of their respective owners.
(more)
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
---|
This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
---|
| | |
Filed on: | | 5/23/00 |
For Period End: | | 5/19/00 | | 1 | | | | | 8-K |
| | 5/18/00 | | 1 |
| | 12/31/99 | | 3 | | | | | 10-Q |
| List all Filings |
↑Top
Filing Submission 0000891618-00-003026 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Mar. 28, 10:35:38.2am ET