Scientific Atlanta (NYSE:SFA)
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Cisco Systems, Inc. (Nasdaq:CSCO) and
Scientific-Atlanta, Inc. (NYSE:SFA), today announced in connection
with Cisco's pending acquisition of all of the outstanding shares of
Scientific-Atlanta, that the waiting period for US antitrust review
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was
terminated on December 30, 2005. The transaction remains subject to
regulatory approval by competition authorities in various
jurisdictions outside the United States.
As previously announced on November 18, 2005, Cisco will pay $43
per share in cash in exchange for each share of Scientific-Atlanta,
and assume outstanding options, for an aggregate purchase price of
approximately $6.9 billion, or approximately $5.3 billion net of
Scientific-Atlanta's existing cash balance.
About Cisco Systems
Cisco Systems, Inc. (Nasdaq:CSCO) is the worldwide leader in
networking for the Internet. Information on Cisco can be found at
http://www.cisco.com. For ongoing news, please go to
http://newsroom.cisco.com.
About Scientific-Atlanta
Scientific-Atlanta is a leading supplier of digital content
distribution systems, transmission networks for broadband access to
the home, digital interactive set-tops and subscriber systems designed
for video, high-speed Internet and voice over IP (VoIP) networks, and
worldwide customer service and support.
Cisco, Cisco Systems, and the Cisco Systems logo are registered
trademarks of Cisco Systems, Inc. and/or its affiliates in the U.S.
and certain other countries. All other trademarks mentioned in this
document are the property of their respective owners.
Scientific-Atlanta and the Scientific-Atlanta logo are registered
trademarks of Scientific-Atlanta, Inc.
Forward-Looking Statements
This press release contains forward-looking statements which are
subject to safe harbors created under the U.S. federal securities
laws. These statements include, among others, statements regarding the
pending acquisition of Scientific-Atlanta. Statements regarding future
events are based on the parties' current expectations and are
necessarily subject to associated risks related to, among other
things, obtaining Scientific-Atlanta's shareholder and regulatory
approval of the acquisition, the potential impact on the business of
Scientific-Atlanta due to uncertainty about the acquisition, the
retention of employees of Scientific-Atlanta and the ability of Cisco
to successfully integrate Scientific-Atlanta's market opportunities,
technology, personnel and operations and to achieve planned synergies.
Therefore, actual results may differ materially and adversely from
those expressed in any forward-looking statements. For information
regarding other related risks, see the "Risk Factors" section of
Cisco's most recent Form 10-K filed with the SEC on September 19, 2005
and of Cisco's subsequently filed Forms 10-Q. Cisco undertakes no
obligation to revise or update any forward-looking statements for any
reason.
"Forward-looking statements," as defined in the Private Securities
Litigation Reform Act of 1995, may be included in this news release. A
variety of factors could cause Scientific-Atlanta's actual results to
differ from the anticipated results expressed in such forward-looking
statements. Investors are referred to Scientific-Atlanta's Cautionary
Statements (Exhibit 99.1 to the company's most recent Form 10-Q),
which statements are incorporated into this news release by reference.
Additional Information and Where to Find It
In connection with the proposed merger and required shareholder
approval, Scientific-Atlanta, Inc. ("Scientific-Atlanta") has filed
with the SEC a preliminary proxy statement and will file with the SEC
a definitive proxy statement that will contain important information
about the merger. The proxy statement will be mailed to the
shareholders of Scientific-Atlanta. Investors and security holders of
Scientific-Atlanta are urged to read the proxy statement, and any
other relevant materials filed by Scientific-Atlanta because they
contain, or will contain, important information about
Scientific-Atlanta and the merger. All documents filed by
Scientific-Atlanta with the SEC may be obtained for free at the SEC's
website at www.sec.gov. In addition, the documents filed with the SEC
by Scientific-Atlanta may be obtained free of charge by contacting
Scientific-Atlanta at 5030 Sugarloaf Parkway, Lawrenceville, Georgia
30044, 770-236-5000 or online at http://www.sciatl.com.
Scientific-Atlanta and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from the
shareholders of Scientific-Atlanta with respect to the merger.
Information about the executive officers and directors of
Scientific-Atlanta and their ownership of Scientific-Atlanta's common
stock is set forth in the preliminary proxy statement referenced
above, which was filed with the SEC on December 7, 2005. Investors and
security holders may obtain more detailed information regarding the
direct and indirect interests of Scientific-Atlanta and its respective
executive officers and directors in the acquisition by reading the
preliminary proxy statement, as well as the definitive proxy statement
regarding the merger that Scientific-Atlanta will file with the SEC.
In addition, Cisco and its officers and directors may be deemed to
have participated in the solicitation of proxies from
Scientific-Atlanta's shareholders in favor of the approval of the
acquisition. Information concerning Cisco's directors and executive
officers is set forth in Cisco's proxy statement for its 2005 annual
meeting of shareholders, which was filed with the SEC on September 26,
2005, and annual report on Form 10-K filed with the SEC on September
19, 2005. These documents are available free of charge at the SEC's
web site at www.sec.gov or by going to Cisco's Investor Relations
Website at http://www.cisco.com/go/investors.