Veraz Networks, Inc. Announces Receipt of Sufficient Preliminary Proxies to Approve Dialogic Merger
September 13 2010 - 7:00AM
Business Wire
Veraz Networks, Inc. (NASDAQ: VRAZ) a leading provider of
Multimedia Generation Network (MGN) application, control, and
bandwidth optimization products, announced today, that based upon
the receipt of preliminary proxies, Veraz believes that it has
sufficient votes to approve its proposed merger with Dialogic
Corporation.
“We are pleased to have enough preliminary proxy votes in favor
of the merger from our largest shareholders,” said Douglas A.
Sabella, CEO and President of Veraz. “The voting agreements and
proxies provided by ECI Telecom, Argonaut Holdings, Norwest Venture
Partners, Prescott Group, Star Bay Partnerships controlled by
Levensohn Venture Partners and members of the Board of Directors
and the management team, represent approximately 60% of the
outstanding shares of Veraz common stock and all votes were
unanimously in favor of the merger with Dialogic. In addition to
the approval of the Dialogic merger, we are also pleased that all
proxies from shareholders listed above were unanimously voted in
favor of all of the other proposals to be voted upon at the
September 30, 2010 special meeting of shareholders, including
changing Veraz’s name to Dialogic, Inc. and effecting a 5:1 reverse
split of the Company’s common stock. At this point, the Company
expects the Dialogic merger will close in early October following
the special meeting of shareholders.”
The receipt of preliminary proxies is not an official vote.
Accordingly, shareholders are encouraged to vote prior to or at the
Special Meeting of Shareholders of the Company to be held on
Thursday, September 30, 2010 at 9:00 a.m., Pacific Time at the
Company’s corporate office located at 926 Rock Avenue, San Jose,
California 95131, at which time the Company expects to finalize
shareholder approval of the proposals.
About Veraz Networks
Veraz Networks 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(TM), 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
visitwww.veraznetworks.com.
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.
Additional Information about the Proposed Merger and Where
You Can Find It
Veraz filed a definitive proxy statement with the Securities and
Exchange Commission (SEC) 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 following
proposals: 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.
This press release may contain 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. These forward-looking statements involve risks
and uncertainties, as well as assumptions that if they do not fully
materialize or prove incorrect, could cause our results to differ
materially from those expressed or implied by such forward-looking
statements. The risks and uncertainties that could cause our
results to differ materially from those expressed or implied by
such forward-looking statements include but are not limited to,
statements regarding the approval of proposals concerning the
merger with Dialogic and other matters to be voted upon by the
shareholders of Veraz at the September 30, 2010 meeting and other
risks and uncertainties described more fully in our 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 our Annual Report on Form 10-K for the
year ended December 31, 2009 and our Quarterly report on Form
10-Q for the quarter ended June 30, 2010, each as filed with the
SEC. These filings are available on a website maintained by the SEC
http://www.sec.gov/. All forward-looking statements in this press
release are based on information available to us as of the date
hereof, and we assume no obligation to update these forward-looking
statements.
Veraz Networks (MM) (NASDAQ:VRAZ)
Historical Stock Chart
From Oct 2024 to Nov 2024
Veraz Networks (MM) (NASDAQ:VRAZ)
Historical Stock Chart
From Nov 2023 to Nov 2024