Vertical Completes Acquisition of Vodavi
CAMBRIDGE, Mass. (December 1, 2006) —
Vertical Communications
(VRCC.OB)("Vertical"), a leading provider of next-generation, IP-based
phone systems and applications that help businesses better serve their
customers, announced today the completion of its acquisition of Phoenix,
Arizona-based Vodavi Technology, Inc. (NASDAQ:VTEK) ("Vodavi") for $7.50
per share, or approximately $31.1 million in the aggregate. To finance
the Vodavi acquisition as well as to provide additional corporate
working capital, Vertical completed a private placement transaction
through the issuance of convertible preferred stock of approximately $27
million and also secured debt financing of up to $30 million. As a
result of the merger, trading in Vodavi's stock has been suspended, and
its shares will no longer be listed on the NASDAQ Capital Market. The
combination of Vertical and Vodavi positions Vertical as a top-five
telephony vendor serving the small to medium-sized business (SMB) market
in North America, based on line shipments.
"We are pleased to complete the Vodavi acquisition and
we look forward to working with our expanded base of employees and
dealers in maximizing the benefits of this transaction," said Bill
Tauscher, Chairman and Chief Executive Officer. "The Vodavi acquisition
substantially ratchets up our combined research and development
footprint and should allow us to more rapidly bring innovative product
solutions and enhancements to market. Additionally, the improved
financial strength of the Company resulting from our recent financing
transactions benefits both dealers and their end customers."
Associated with the Vodavi acquisition, Vertical will
benefit from a strategic business relationship with LG-Nortel Co., Ltd.
("LGN"), formerly Vodavi's largest shareholder and currently its primary
product development and manufacturing business partner. LGN, a worldwide
leader in the telecommunications industry with world-class product
development and manufacturing capabilities, made a $6.5 million
convertible preferred stock equity investment into Vertical and,
consequently, owns approximately 11 percent of Vertical's fully diluted
voting shares outstanding.
Vertical was formed through the combination of three
industry-leading companies. In September 2004, Artisoft acquired
Vertical Networks to form Vertical Communications, which then acquired
the assets of Comdial in September 2005. Vertical has now completed the
next step in its growth by acquiring Vodavi Technology, Inc. With a
current installed base of over 200,000 customers, Vertical now features
more than 300 employees in six principal locations in the United States
and Europe, and an active worldwide distribution channel of more than
2,000 value-added resellers, distributors and systems integrators.
Vertical's vision is to help organizations transform
their businesses by unlocking the hidden potential of phone systems and
voice to deliver enhanced customer service, reduce communications costs
and significantly improve operational efficiencies. This acquisition is
the next step in a series of initiatives Vertical has undertaken to
realize its vision of building a world-class telephony organization,
with the product set, market reach and channel footprint to deliver
next-generation telephony solutions and voice applications to customers
ranging from small and medium-sized businesses to large, distributed
enterprises.
For a more detailed description of the terms and
conditions of the acquisition, please see the Company's Form 8-K which
will be filed with the Securities and Exchange Commission in connection
with the consummation of the merger.
About Vertical Communications, Inc.
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 the Private
Securities Litigation Reform Act of 1995.
This release contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future
events, and these statements are subject to important facts and
uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. The forward-looking
statements in this release address a variety of subjects, including,
without limitation, the value that may or may not be placed upon our
products as a result of our partner relationships, the ability of our
products to improve the financial results of our customers, the
perceived value our products have for our customers. The following
factors, among others, could cause actual results to differ materially
from those described in these forward-looking statements: the risk that
the use of our products may fail to improve the financial performance of
our customers, and the risk that our current and potential customers may
fail to perceive the value that we ascribe to our product offerings, or
difficulties and other factors detailed in the Company's filings with
the Securities and Exchange Commission including its most recent filings
on Form 10-K.
Trademark Information
Vertical Communications and the Vertical Communications logo and
combinations thereof are trademarks of Vertical Communications, Inc.
Artisoft, TeleVantage, InstantOffice, Comdial and Vertical Networks are
registered trademarks of Vertical Communications, Inc. All other brand
and product names are used for identification only and are the property
of their respective holders.
Financial Community Contact:
Ken Clinebell
Vertical Communications, Inc.
kclinebell@vertical.com
941-554-5000 ext. 1513
Press Contact:
Ann McDonough
Vertical Communications, Inc.
amcdonough@vertical.com
617-354-0600 ext. 194
|
