Veraz Networks Files Definitive Proxy Statement Related to Proposed Merger with Dialogic
Press Release Source: Veraz Networks, Inc. On Monday August 9, 2010, 8:00 am
SAN JOSE, Calif.--(BUSINESS WIRE)--Veraz Networks, Inc. (NASDAQ:VRAZ - News) 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.
About Veraz
Veraz Networks, Inc. (NASDAQ: VRAZ - News), is the leading provider of application, control, and bandwidth optimization products that enable the evolution to the Multimedia Generation Network (MGN). Service providers worldwide use the Veraz MGN portfolio to extend their current application suite and rapidly add customized multimedia services that drive revenue and ensure customer retention. The Veraz MGN separates the control, media, and application layers while unifying management of the network, thereby increasing service provider operating efficiency. Wireline and wireless service providers in over 80 countries have deployed products from the Veraz MGN portfolio, which includes the ControlSwitch™, Network-adaptive Border Controller, I-Gate 4000 Media Gateways, the VerazView Management System, and a set of prepackaged applications. For more information regarding the company, please visit www.veraznetworks.com.
This press release contains forward-looking statements regarding future events that involve risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed. Additional risks and uncertainties that could cause Veraz results to differ materially from those expressed or implied by such forward-looking statements include but are not the other risks and uncertainties described more fully in Veraz documents filed with or furnished to the SEC. More information about these and other risks that may impact Veraz' business is set forth in the "Risk Factors" section in Veraz Annual Report on Form 10-K for the year ended December 31, 2009 and Quarterly Report on Form 10-Q for the three months ended March 31, 2010 as filed with the SEC. This filing is available on a website maintained by the SEC at http://www.sec.gov/. All forward-looking statements in this press release are based on information available to Veraz as of the date hereof, and we assume no obligation to update these forward-looking statements.
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