Ixia (Nasdaq:XXIA) announced today that it has signed a
definitive agreement with Catapult Communications Corporation
(Nasdaq:CATT) (�Catapult�), under which Ixia will acquire Catapult
for $9.25 per share in cash. The transaction is valued at
approximately $105 million, or $63 million net of Catapult�s cash
and investments. The acquisition is expected to close in the third
quarter.
Catapult�s 3G and 4G wireless networking test solutions are an
excellent complement to Ixia�s complete line of IP performance test
systems and service verification platforms. With this acquisition,
Ixia will be able to provide a single source solution for testing
converged multiplay IP services over wireless and wireline networks
to new and existing customers, specifically telecom equipment
manufacturers and global service providers. Catapult�s advanced
wireless test systems deliver superior high-performance solutions
for hundreds of protocols and variants, including LTE, IMS, WiMAX,
CDMA, VoIP, GPRS and GSM.
"We are at an inflection point where today�s advanced
communications are quickly merging into a single, seamless delivery
network that combines fixed and mobile communications,� said Atul
Bhatnagar, President and CEO of Ixia. �This acquisition will
position Ixia as a leading source for end-to-end IP test solutions
for wireline and wireless networks. In addition to immediately
expanding our addressable market and making us a leader in 3G and
4G wireless testing, the acquisition will help drive top and bottom
line growth.�
"Ixia and Catapult bring together complementary strengths in IP
and wireless communications testing in terms of technology
leadership and product portfolio," said Dick Karp, Chairman and CEO
of Catapult. "By combining Ixia�s multiplay IP test capabilities
with Catapult�s wireless test expertise, Ixia will be able to offer
the market a single, powerful solution that leverages both
companies� technologies, customers, and global distribution
channels to accelerate growth and innovation in key markets."
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 Dick 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 acceptance of the tender offer by the holders
of a majority of Catapult�s outstanding shares and regulatory
approvals (including antitrust compliance).
This transaction is expected to be accretive to Ixia�s non-GAAP
earnings as early as the fourth quarter of 2009. Non-GAAP earnings
exclude stock-based compensation, amortization of acquired
intangible assets, and other non-recurring charges, net of the
applicable tax effects.
Thomas Weisel Partners LLC is acting as financial advisor and
Bryan Cave LLP is acting as legal counsel to Ixia.
Conference Call Information
Ixia will host a conference call to discuss this acquisition on
Tuesday, May 12 at 8:30 AM Eastern Time. Open to the public, a live
webcast of the conference call will be accessible from the
�Investors� section of the Company�s Web Site (www.ixiacom.com).
Following the live webcast, an archived version will be available
on the Ixia Web Site for 90 days.
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.
For more information, contact Ixia at 26601 W. Agoura Road,
Calabasas, CA 91302; (818) 871-1800, Fax: (818) 871-1805; Email:
info@ixiacom.com or visit our Web Site at http://www.ixiacom.com.
Ixia and the Ixia four-petal logo are registered trademarks or
trademarks of Ixia.
About Catapult
Communications
Catapult 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, UMTS, CDMA, VoIP, GPRS, GSM,
and SS7. The Company is committed to providing testing tools that
are at the forefront of the telecom technology curve.
For more information, contact Catapult at 160 South Whisman
Road, Mountain View, CA 94041; (650) 960-1025. Or visit Catapult�s
website at www.catapult.com.
Safe Harbor Under the Private Securities Litigation Reform
Act of 1995:
Certain statements made in this press release are
forward-looking statements, including, without limitation,
statements regarding the potential acquisition of Catapult, the
anticipated benefits of Ixia�s proposed acquisition of Catapult,
possible future revenues, growth and profitability and future
business and market share. In some cases, such forward-looking
statements can be identified by terms such as �may,� �will,�
�expect,� �plan,� �believe,� �estimate,� �predict� or the like.
Such statements reflect our current intent, belief and expectations
and are subject to risks and uncertainties that could cause our
actual results to differ materially from those expressed or implied
in the forward-looking statements. Factors that may cause future
results to differ materially from our current expectations include
those identified in our Annual Report on Form 10-K for the year
ended December 31, 2008, and in our other filings with the U.S.
Securities and Exchange Commission. We undertake no obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Important Additional Information
Please note that this document is for informational purposes
only and is not an offer to buy or the solicitation of an offer to
sell any securities. The solicitation and the offer to buy shares
of Catapult common stock will only be pursuant to an offer to
purchase, letter of transmittal and related materials that Ixia, or
a subsidiary thereof, intends to file with the U.S. Securities and
Exchange Commission. Catapult intends to file with the U.S.
Securities and Exchange Commission and mail to its stockholders a
Tender Offer Solicitation/Recommendation Statement on Schedule
14D-9 in connection with the tender offer. When the materials are
available, stockholders of Catapult should read those materials
carefully because they contain important information, including the
terms and conditions of the tender offer. Free copies of the
materials, which will be filed by Ixia and Catapult, will be
available at the U.S. Securities and Exchange Commission�s Website
at www.sec.gov, or with respect to Ixia materials, at
www.ixiacom.com, and also will be available, without charge, by
directing requests to Ixia, and with respect to Catapult materials,
at http://www.catapult.com/, and also will be available,
without charge, by directing requests to Catapult.
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