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Veraz Networks, Inc. (VRAZ)

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Last Post: 11/6/2010 1:38:28 PM - Followers: 5 - Board type: Free - Posts Today: 0

VRAZ CHART  Aug 20 2010


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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.

 

Veraz Networks Files Definitive Proxy Statement Related to Proposed Merger with Dialogic


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

  • Revenues were $14.7 million, a 9% decrease over the preceding quarter and a 13% decrease over the second quarter of 2009.
  • Cash used in operating activities was $(0.4 million) and at the end of the second quarter 2010, the company had cash, cash equivalents, restricted cash and short-term investments of $30.6 million and no debt.
  • Gross margin was 57%, as compared to 56% for the preceding quarter and 54% for the second quarter of 2009.
  • Operating expenses were $14.0 million, flat as compared to the preceding quarter and an 8% increase over the second quarter of 2009
  • Net loss was $(6.2 million) or $(0.14) loss per share, as compared to a $(5.2 million) or $(0.12) loss per share in the preceding quarter and a $(2.9 million) or $(0.07) loss per share reported in the second quarter of 2009.
  • On a non-GAAP basis (excluding stock-based compensation expenses and strategic alliance related expenses), net loss was $(5.3 million) or $(0.12) loss per share, as compared to $(4.3 million) or $(0.09) for the preceding quarter and a $(1.9 million) or $(0.04) reported in the second quarter of 2009.

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 ..


 

 

 

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PostSubject
#1261   come join new board DLGC stockselection 11/06/10 01:38:28 PM
#1260   DLGC doing quite well, 5.75 to 6.05 level stockselection 11/06/10 01:38:09 PM
#1259   DLGC looking good for another solid spike, check stockselection 10/20/10 07:27:17 AM
#1258   now DLGC 5.25 x 5.30 stockselection 10/13/10 09:40:25 AM
#1257   DTCC info on VRAZ and Dialogic : Renee 10/05/10 10:26:34 AM
#1256   is this thing halted? Glad I sold Bull Trader 10/04/10 10:54:57 AM
#1255   anyone know if merger was a success or stockselection 10/02/10 05:33:48 PM
#1254   LET THE PARTY BEGINNNNNNNNNNNNNNN $$$$$$$$$$$$$$$$$$$$$$$$$$$$ PIZZABUSTER1 10/01/10 04:12:40 PM
#1253   VRAZ-- SHARE HOLDERS HOLD ON THE RIDE IS PIZZABUSTER1 10/01/10 03:43:46 PM
#1252   VRAZ IS EXPECTING BLOCKBUSTER NEWS --- STAND BYE PIZZABUSTER1 10/01/10 03:43:20 PM
#1251   Waiting on huge news!! detailman 10/01/10 12:27:30 PM
#1250   dialogic.com has a series of press on the stockselection 10/01/10 06:47:26 AM
#1246   it should come very soon your right , stockselection 09/30/10 08:23:53 PM
#1245   $$$$$ great volume today , looks like its stockselection 09/30/10 08:23:11 PM
#1244   HUGE NEWS ON THE WAY TOMMOROW PIZZABUSTER1 09/30/10 02:57:21 PM
#1243   VRAZ------------- GET READY THIS GOING TO EXPLODE TOMMOROW PIZZABUSTER1 09/30/10 02:57:10 PM
#1242   expecting major series of news now this has stockselection 09/30/10 08:49:00 AM
#1241   vraz============ ready for the next pop of good PIZZABUSTER1 09/30/10 08:30:58 AM
#1240   as merger completed next 2 days, news should stockselection 09/30/10 07:56:17 AM
#1239   Dialogic.com if we get news soon the support stockselection 09/30/10 07:32:21 AM
#1238   goodmorning party goers,should see this open at 1.35 stockselection 09/30/10 07:31:40 AM
#1237   lets see this over 1.50 , stockselection 09/30/10 01:47:37 AM
#1236   could but bet is they are a big stockselection 09/29/10 08:28:04 PM
#1235   ya im done with this one. made nice Bull Trader 09/29/10 04:22:02 PM
#1234   vol $$$ keeping with bullish trend, 1.34 close stockselection 09/29/10 04:19:59 PM
#1233   I like the consolidation last 7 trading days stockselection 09/29/10 04:18:00 PM
#1232   im free again, I am stilling taking on stockselection 09/29/10 04:16:27 PM
#1231   selling the rest of my shares here today. Bull Trader 09/29/10 09:01:04 AM
#1230   Volume all week and the one following will yousknows 09/26/10 08:18:59 PM
#1229   With approval from major shareholder, that's what turned yousknows 09/26/10 08:17:54 PM
#1228   Looking to be a nice positive week for stocksurgeon 09/26/10 02:25:52 AM
#1227   JUST 3 WEEKS AGO VRAZ WAS TRADING 64 PIZZABUSTER1 09/25/10 01:06:30 AM
#1225   HEY CHAMP I REMAIN VERY POSITIVE FOR NEXT PIZZABUSTER1 09/25/10 01:05:18 AM
#1224   Buying has realy picked up. We'll surely pass yousknows 09/24/10 02:45:02 PM
#1223   Green today !! Abondanceinvest 09/24/10 02:28:50 PM
#1222   A close above $1.50 today, would propel us yousknows 09/24/10 02:27:10 PM
#1221   I like it when I'm right!! yousknows 09/24/10 02:25:11 PM
#1220   Volume starting to pick up...price should start heading upwards. yousknows 09/24/10 01:58:49 PM
#1219   Pizza... any thoughts on today's action...next week's?? yousknows 09/24/10 01:11:44 PM
#1218   Well; we had a good open. It's holding yousknows 09/24/10 01:10:28 PM
#1217   We should have some good volume tomorrow to yousknows 09/23/10 07:43:47 PM
#1216   I see todays closing price as a buying yousknows 09/23/10 07:40:31 PM
#1215   Green!!! stocksurgeon 09/23/10 12:07:53 PM
#1214   Coming back up!! stocksurgeon 09/23/10 11:05:42 AM
#1213   You guys keep reminding me of my future yousknows 09/22/10 06:40:39 PM
#1212   When a stock's PPS jumps up the way yousknows 09/22/10 06:36:14 PM
#1211   I agree, the volume supports that. Will see yousknows 09/22/10 06:31:46 PM
#1210   Another good jump in short term... A lot Abondanceinvest 09/22/10 04:22:31 PM
#1209   Should see a climb back up after this consolidation. stocksurgeon 09/22/10 01:38:47 PM
#1208   bought my ticket stockselection 09/22/10 08:00:36 AM
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