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As stated in the definitive proxy statement, the merged company, which will be named Dialogic, Inc, will be led by Nick Jensen as Chairman of the Board and Chief Executive Officer (current Chairman of the Board, President and Chief Executive Officer of Dialogic), and Doug Sabella as President and Chief Operating Officer (current President and Chief Executive Officer of Veraz). On a pro forma basis for the year ended December 31, 2009, total revenues were $251.4 million for the merged company.
VRAZ & DIALOGIC Merger INFO
"The merger of Veraz and Dialogic will create a new and exciting company with the product portfolio and resources to be a true mission critical supplier to service providers," said Doug Sabella, President and CEO of Veraz Networks. "The combination of Veraz's direct global footprint and Dialogic's channels will create a company of substantial size with global reach and resources, thus allowing our customers to be extremely confident when they choose to partner with us."
Following the merger and subsequent integration of the two companies, on an annualized basis (after excluding adjustments to revenue and expenses under purchase accounting rules, transaction related costs and one-time charges), the merged company revenues are expected to be greater than $250 million with gross margins of 60-65% and EBITDA of 10-15% of revenues (earnings before interest, taxes, depreciation, amortization, and stock compensation expenses and including expected operational cost synergies). The merged company will have a diverse customer base with no customer concentration.
Under the terms of the agreement, unanimously approved by each company's Board of Directors, Veraz will issue shares of its common stock to each Dialogic shareholder so that following the closing of the transaction, Dialogic shareholders will own approximately 70% and Veraz shareholders will own approximately 30% of the merged company. For further information regarding the acquisition agreement, interested parties should refer to the Form 8-K filed by Veraz on or about this date. The transaction is expected to close in the second half of 2010, subject to regulatory approvals, shareholder approvals, and customary closing conditions.
SAN JOSE, Calif., Aug 09, 2010 (BUSINESS WIRE) -- Veraz Networks, Inc. (NASDAQ:VRAZ) a leading provider of bandwidth optimization and next generation switching products, announced today that it filed with the Securities and Exchange Commission a definitive proxy statement (Form DEF 14A) relating to the proposed merger with privately held Dialogic Corporation, a leading worldwide provider of technologies that enable its customers and partners to deliver innovative mobile, video, IP and TDM solutions for network service providers and enterprise communication networks.
Under the terms of the proposed transaction, unanimously approved by each company's Board of Directors, and subject to approval by Veraz and Dialogic shareholders, Veraz will issue shares of its common stock to each Dialogic shareholder so that following the closing of the transaction, Dialogic shareholders will own approximately 70% and Veraz shareholders will own approximately 30% of the merged company.
As stated in the definitive proxy statement, the merged company, which will be named Dialogic, Inc, will be led by Nick Jensen as Chairman of the Board and Chief Executive Officer (current Chairman of the Board, President and Chief Executive Officer of Dialogic), and Doug Sabella as President and Chief Operating Officer (current President and Chief Executive Officer of Veraz). On a pro forma basis for the year ended December 31, 2009, total revenues were $251.4 million for the merged company.
"This filing is another important step towards the completion of the merger and the creation of a formidable competitor in our market segments," said Sabella.
"We are pleased to have the opportunity to provide detailed information about Dialogic, the transaction to merge the two companies, and other important information which will be essential to Veraz shareholders as they consider the proposals outlined in the definitive proxy statement," said Jensen.
The company has scheduled a special meeting of Veraz shareholders on Thursday, September 30, 2010 at 9:00am at Veraz Networks, 925 Rock Avenue, San Jose, CA 95131.
For further information regarding the arrangement to merge the two companies and other important information, interested parties should refer to the DEF 14A filed by Veraz on August 5, 2010. The transaction is expected to close in the second half of 2010, subject to obtaining all requisite approvals, shareholder approvals, and customary closing conditions.
About Dialogic
Dialogic Corporation is a leading provider of world-class, innovative technologies based on open standards that enable innovative mobile, video, IP, and TDM solutions for Network Service Providers and Enterprise Communication Networks. Dialogic's customers and partners rely on its leading-edge, flexible components to rapidly deploy value-added solutions around the world.
Information about Dialogic is available at http://www.dialogic.com/. Dialogic is a registered trademark of Dialogic Corporation.
Veraz Networks Reports Second Quarter 2010 Financial Results,
Update Concerning Proposed Merger with Dialogic
2010-08-12 16:01 ET - News Release
SAN JOSE, Calif. -- (Business Wire)
Veraz Networks, Inc. (NASDAQ:VRAZ), a leading provider of Multimedia Generation Network (MGN) application, control, and bandwidth optimization products, today announced financial results for the second quarter ended June 30, 2010, and provided an update concerning the proposed merger with Dialogic.
“We began to see significant traction in Q2 with our SBC product. While we are encouraged by the market response to this new product, we saw lower than anticipated overall revenues for Q2, largely driven by restrictions in shipping already accepted orders in India--an issue that is being experienced by many of the technology companies selling into Indian carriers,” said Doug Sabella, Chief Executive Officer of Veraz Networks. “The impact of the Indian restrictions amounted to $1.5M for Q2. However, our order backlog remains at a near all time high, and we are confident that our announced plans to merge with Dialogic will give us the size and scale needed to remain a true mission critical supplier to our customers,” said Sabella.
Financial Highlights
Update Concerning Proposed Merger with Dialogic
As stated in a press release issued on August 9, 2010, Veraz filed with the Securities and Exchange Commission a definitive proxy statement (Form DEF 14A) relating to the proposed merger with privately held Dialogic Corporation, a leading worldwide provider of technologies that enable its customers and partners to deliver innovative mobile, video, IP and TDM solutions for network service providers and enterprise communication networks. Veraz has scheduled a special meeting of Veraz shareholders on Thursday, September 30, 2010 at 9:00 am at Veraz Networks, 926 Rock Avenue, San Jose, CA 95131.
For further information regarding the arrangement to merge the two companies and other important information, interested parties should refer to the DEF 14A filed by Veraz on August 5, 2010. The transaction is expected to close in October, 2010, subject to obtaining all requisite approvals, shareholder approvals, and customary closing conditions. For further information concerning the selected financial results of Dialogic for the quarter ending June 30, 2010, please see our Quarterly report on Form 10-Q for the quarter ended June 30, 2010, to be filed on August 16, 2010.
CLIENT LIST OF VERAZ ..
