Vodavi (NASDAQ:VTEK)
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Vodavi Technology, Inc. (Nasdaq: VTEK) announced today that it has
signed a definitive agreement with Vertical Communications, Inc.
pursuant to which Vertical will acquire all of the outstanding shares of
Vodavi for $7.50 per share. The transaction is subject to stockholder
approval. The Boards of Directors of both Vodavi and Vertical have
approved the proposed transaction. In addition, directors and officers
of Vodavi (including LG-Nortel Co. Ltd.) who beneficially own
approximately 37% of Vodavi’s outstanding
shares of common stock have signed voting agreements in favor of the
proposed transaction.
“In today’s business
environment and especially in our industry, scale is becoming more
critical in order to continue to bring high quality, cost competitive
and technologically competitive products to the marketplace," said Greg
Roeper, President and Chief Executive Officer of Vodavi. “By
being part of a much larger organization, our customers should have
better and faster access to the latest and greatest products, and our
employees will have access to greater resources.”
“The combination of Vertical and Vodavi
accelerates our momentum and will clearly help us achieve our vision
faster, to the benefit of our dealers and end customers alike,”
said Bill Tauscher, Vertical’s Chairman and
Chief Executive Officer. “Clearly, dealers
and end customers alike will benefit from the increased channel
footprint, the larger research & development spend, and the more robust
set of marketing programs that will result from the larger company. We’ll
be delighted to welcome the Vodavi employees to the Vertical family and
add the Vodavi products to our portfolio, and we’re
looking forward to working with the Vodavi channel partners as we
continue to grow our respective businesses.”
Raymond James & Associates, Inc. provided advisory services to Vodavi in
connection with this transaction, including the delivery of a fairness
opinion to Vodavi’s Board of Directors.
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of
Vodavi common stock. Vodavi intends to file a proxy statement with the
Securities and Exchange Commission in the near future with respect to
this transaction. This proxy statement will contain important
information that should be read carefully by Vodavi stockholders. This
proxy statement will be made available to Vodavi stockholders at no
charge to them and will also be available (along with all other
documents filed with the Securities and Exchange Commission) at the
SEC's website at www.sec.gov.
About Vodavi
Vodavi Technology Inc. is an advanced communications solutions provider
delivering innovative business communications solutions that help small
to large enterprises increase productivity and reduce costs. Vodavi's
full range of communications solutions include traditional telephone
systems, Voice-over-IP (VoIP) technology and converged telephony
solutions that allow enterprises to deploy traditional digital or VoIP
communications simultaneously, providing a flexible and cost-effective
migration path to new technology. The company is headquartered in
Phoenix, Arizona. For more information on Vodavi, visit www.vodavi.com.
About Vertical
Vertical Communications, Inc. is a leading provider of next-generation
IP-based voice and data communications systems for business. Vertical
combines voice and data technologies with business process understanding
to deliver integrated IP-PBX and application solutions that enhance
customer service and business productivity. Vertical's customers are
leading companies of all sizes - from small to large and distributed -
and include CVS/pharmacy, Staples and Apria Healthcare. Vertical is
headquartered in Cambridge, Mass. and delivers its solutions through a
worldwide network of systems integrators, resellers and distributors.
For more information, please visit the company's Website at www.vertical.com.
"Safe Harbor" Statement under Private Securities Litigation Reform
Act of 1995
This press release contains forward-looking statements, including
statements regarding Vodavi's business strategies, the company's
business, and the industry in which Vodavi operates as well as
expectations regarding revenue and income levels, the market acceptance
of new product introductions, and Vertical’s
ability to satisfy all conditions to close the acquisition, including
its ability to raise the required capital to fund the purchase price and
Vodavi’s ability to obtain the affirmative
vote of a majority of its stockholders. These forward-looking statements
are based primarily on Vodavi’s current
expectations and are subject to a number of risks and uncertainties,
some of which are out of Vodavi’s control.
Actual results could differ materially from the forward-looking
statements as a result of numerous factors, including those set forth in
Vodavi’s Form 10-K for the year ended
December 31, 2005 as filed with the Securities and Exchange Commission.
Vodavi Technology, Inc. (Nasdaq: VTEK) announced today that it has
signed a definitive agreement with Vertical Communications, Inc.
pursuant to which Vertical will acquire all of the outstanding shares
of Vodavi for $7.50 per share. The transaction is subject to
stockholder approval. The Boards of Directors of both Vodavi and
Vertical have approved the proposed transaction. In addition,
directors and officers of Vodavi (including LG-Nortel Co. Ltd.) who
beneficially own approximately 37% of Vodavi's outstanding shares of
common stock have signed voting agreements in favor of the proposed
transaction.
"In today's business environment and especially in our industry,
scale is becoming more critical in order to continue to bring high
quality, cost competitive and technologically competitive products to
the marketplace," said Greg Roeper, President and Chief Executive
Officer of Vodavi. "By being part of a much larger organization, our
customers should have better and faster access to the latest and
greatest products, and our employees will have access to greater
resources."
"The combination of Vertical and Vodavi accelerates our momentum
and will clearly help us achieve our vision faster, to the benefit of
our dealers and end customers alike," said Bill Tauscher, Vertical's
Chairman and Chief Executive Officer. "Clearly, dealers and end
customers alike will benefit from the increased channel footprint, the
larger research & development spend, and the more robust set of
marketing programs that will result from the larger company. We'll be
delighted to welcome the Vodavi employees to the Vertical family and
add the Vodavi products to our portfolio, and we're looking forward to
working with the Vodavi channel partners as we continue to grow our
respective businesses."
Raymond James & Associates, Inc. provided advisory services to
Vodavi in connection with this transaction, including the delivery of
a fairness opinion to Vodavi's Board of Directors.
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any shares of
Vodavi common stock. Vodavi intends to file a proxy statement with the
Securities and Exchange Commission in the near future with respect to
this transaction. This proxy statement will contain important
information that should be read carefully by Vodavi stockholders. This
proxy statement will be made available to Vodavi stockholders at no
charge to them and will also be available (along with all other
documents filed with the Securities and Exchange Commission) at the
SEC's website at www.sec.gov.
About Vodavi
Vodavi Technology Inc. is an advanced communications solutions
provider delivering innovative business communications solutions that
help small to large enterprises increase productivity and reduce
costs. Vodavi's full range of communications solutions include
traditional telephone systems, Voice-over-IP (VoIP) technology and
converged telephony solutions that allow enterprises to deploy
traditional digital or VoIP communications simultaneously, providing a
flexible and cost-effective migration path to new technology. The
company is headquartered in Phoenix, Arizona. For more information on
Vodavi, visit www.vodavi.com.
About Vertical
Vertical Communications, Inc. is a leading provider of
next-generation IP-based voice and data communications systems for
business. Vertical combines voice and data technologies with business
process understanding to deliver integrated IP-PBX and application
solutions that enhance customer service and business productivity.
Vertical's customers are leading companies of all sizes - from small
to large and distributed - and include CVS/pharmacy, Staples and Apria
Healthcare. Vertical is headquartered in Cambridge, Mass. and delivers
its solutions through a worldwide network of systems integrators,
resellers and distributors. For more information, please visit the
company's Website at www.vertical.com.
"Safe Harbor" Statement under Private Securities Litigation Reform
Act of 1995
This press release contains forward-looking statements, including
statements regarding Vodavi's business strategies, the company's
business, and the industry in which Vodavi operates as well as
expectations regarding revenue and income levels, the market
acceptance of new product introductions, and Vertical's ability to
satisfy all conditions to close the acquisition, including its ability
to raise the required capital to fund the purchase price and Vodavi's
ability to obtain the affirmative vote of a majority of its
stockholders. These forward-looking statements are based primarily on
Vodavi's current expectations and are subject to a number of risks and
uncertainties, some of which are out of Vodavi's control.
Actual results could differ materially from the forward-looking
statements as a result of numerous factors, including those set forth
in Vodavi's Form 10-K for the year ended December 31, 2005 as filed
with the Securities and Exchange Commission.