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.
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.
A copy of this press release can be found on the investor
relations page of Veraz' website at www.veraznetworks.com. (VRAZ
-IR)
Additional Information about the Proposed Merger and Where
You Can Find It
Veraz filed a definitive proxy statement with the Securities and
Exchange Commission on August 5, 2010 in connection with a special
meeting of stockholders of Veraz to be held on September 30, 2010
for the purpose of voting on: the adoption of the Acquisition
Agreement, dated as of May 12, 2010, by and between Veraz and
Dialogic, an amendment to Veraz’s certificate of incorporation to
effect a reverse stock split of the issued and outstanding shares
of Veraz’s common stock, to be effective upon the consummation of
the Arrangement or such other time as determined by Veraz’s board
of directors, an amendment to Veraz’s certificate of incorporation
to change the name of Veraz from “Veraz Networks, Inc.” to
“Dialogic Inc.,” to be effective upon the consummation of the
Arrangement, and the adjournment of the special meeting, if
necessary, to solicit additional proxies if there are not
sufficient votes at the time of the meeting in favor of the other
proposals. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE
PROPOSED TRANSACTION, SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The proxy statement and other relevant materials, and
any other documents filed by Veraz with the SEC, may be obtained
free of charge at the SEC’s website at www.sec.gov. In addition,
stockholders of Veraz may obtain free copies of the documents filed
with the SEC by contacting Veraz’s Investor Relations department at
(408) 750-9400 or Investor Relations, Veraz Networks, Inc., 926
Rock Avenue, Suite 20, San Jose, California 95131. You may also
read and copy any reports, statements and other information filed
by Veraz with the SEC at the SEC public reference room at 100 F
Street, NE, Room 1580, Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 or visit the SEC's website for further
information on its public reference room.
Veraz and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from the
stockholders of Veraz in favor of the proposed transaction. A list
of the names of Veraz’s executive officers and directors, and a
description of their respective interests in Veraz, are set forth
in the definitive proxy statement for Veraz’s Special Meeting of
Stockholders, which was filed with the SEC on August 5, 2010, and
in any documents subsequently filed by its directors and executive
officers under the Securities and Exchange Act of 1934, as
amended.
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