VRAZ!!!! .85 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
