Catapult Communications to Be Acquired by Ixia
May 11 2009 - 4:59PM
Marketwired
Catapult Communications Corporation (NASDAQ: CATT) announced today
that it has signed a definitive agreement with Ixia (NASDAQ: XXIA)
under which Ixia will acquire Catapult for $9.25 per share in cash.
This represents a 39% premium to the average share price over the
three months ended Friday, May 8, 2009. The transaction is valued
at approximately $105 million.
The acquisition will be conducted by means of a tender offer for
all of the outstanding shares of common stock of Catapult, followed
by a second-step merger. The board of directors of Catapult has
unanimously recommended that the stockholders of Catapult accept
the offer, and Richard A. Karp and Nancy Karp have entered into a
support agreement to tender their shares, which represent
approximately 37% of shares outstanding. The offer, which is
expected to commence within the next ten business days, will be
subject to customary conditions, including the tender of at least a
majority of the shares outstanding on a fully diluted basis and
receipt of regulatory approvals. The tender offer is expected to
close by the end of June 2009 and the merger is expected to close
early in the third quarter.
"Based on a thorough evaluation of strategic alternatives,
Catapult's board of directors believes that this transaction
provides both excellent value and liquidity for our shareholders,"
said Richard A. Karp, Chairman and CEO of Catapult Communications.
"The combination of Catapult's wireless expertise with Ixia's
multiplay IP capabilities will offer the market a single, powerful
test solution that will benefit our customers and employees."
J.P. Morgan Securities Inc. acted as exclusive financial advisor
and Wilson Sonsini Goodrich & Rosati, P.C. acted as legal
counsel to Catapult.
About Catapult Communications
Catapult Communications is a leading supplier of advanced
digital telecom test systems to global equipment manufacturers and
service providers, including Alcatel-Lucent, Motorola, NEC, NTT
DoCoMo, Nortel and Nokia Siemens Networks. The Catapult DCT2000�
and MGTS� systems deliver superior high-end test solutions for
hundreds of protocols and variants -- spanning LTE, IMS, WiMAX,
mobile telephony, VoIP, GPRS, SS7, Intelligent Network, ATM and
ISDN. Catapult is committed to providing testing tools that are at
the forefront of the telecom technology curve.
Catapult is headquartered at 160 South Whisman Road, Mountain
View, CA 94041. Tel: 650-960-1025. International offices are
located in the U.K., Ireland, Germany, France, Finland, Sweden,
Canada, Japan, China, India and the Philippines. Information about
Catapult Communications can be found on the Web at
www.catapult.com.
About Ixia
Ixia is a leading provider of IP performance test systems and
service verification platforms for IP-based infrastructure and
services. Ixia's test systems are used by network and telephony
equipment manufacturers, semiconductor manufacturers, service
providers, governments and enterprises to validate the performance
and reliability of complex IP networks, devices, and applications.
Ixia's multiplay test systems address the growing need to test
voice, video, and data services and network capability under
real-world conditions.
Safe Harbor Statement:
This press release contains forward-looking statements that
involve risks and uncertainties, including statements regarding
completion of the acquisition and the impact of the combined
product capabilities. Factors that could cause actual results to
differ materially include the following: the risk of failing to
obtain any regulatory approvals or satisfy other conditions to the
acquisition; the risk that the transaction will not close or that
closing will be delayed; the risk that our respective businesses
will suffer due to uncertainty related to the transaction;
difficulties encountered in integrating merged businesses; the
competitive environment in the software industry and competitive
responses to the acquisition; and whether the companies can
successfully develop new products or modify existing products and
the degree to which these gain market acceptance. Further
information on potential factors that could affect our respective
businesses and financial results are included Ixia's and Catapult's
filings with the Securities and Exchange Commission, which are on
file with the Securities and Exchange Commission. There can be no
assurance that the acquisition or any other transaction will be
consummated.
Important Legal Information
In connection with the tender offer to be commenced by Ixia,
Catapult will file with the Securities and Exchange Commission a
Solicitation/Recommendation Statement on Schedule 14D-9. Catapult's
stockholders should read carefully the Solicitation/Recommendation
Statement on Schedule 14D-9 (including any amendments or
supplements thereto) after it is filed prior to making any
decisions with respect to Ixia's tender offer because it will
contain important information. Free copies of the
Solicitation/Recommendation Statement on Schedule 14D-9 and the
related amendments or supplements thereto that the Company may file
with the SEC will be available at the SEC's website at www.sec.gov
or by contacting Catapult's Investor Relations Department at
1-650-314-1000. This communication does not constitute an offer to
sell or invitation to purchase any securities or the solicitation
of an offer to buy any securities, pursuant to Ixia's tender offer
or otherwise.
For investor information contact: Leigh Salvo Investor Relations
(650) 314-1000 ir@catapult.com
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