Catapult Communications to Be Acquired by Ixia
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MOUNTAIN VIEW, CA, May 11 (MARKET WIRE) --
Catapult Communications Corporation (NASDAQ: CATT) announced today that
it has signed a definitive agreement with Ixia (NASDAQ: XXIA) under which
Ixia will acquire Catapult for $9.25 per share in cash. This represents a
39% premium to the average share price over the three months ended
Friday, May 8, 2009. The transaction is valued at approximately $105
million.
The acquisition will be conducted by means of a tender offer for all of
the outstanding shares of common stock of Catapult, followed by a
second-step merger. The board of directors of Catapult has unanimously
recommended that the stockholders of Catapult accept the offer, and
Richard A. Karp and Nancy Karp have entered into a support agreement to
tender their shares, which represent approximately 37% of shares
outstanding. The offer, which is expected to commence within the next ten
business days, will be subject to customary conditions, including the
tender of at least a majority of the shares outstanding on a fully
diluted basis and receipt of regulatory approvals. The tender offer is
expected to close by the end of June 2009 and the merger is expected to
close early in the third quarter.
"Based on a thorough evaluation of strategic alternatives, Catapult's
board of directors believes that this transaction provides both excellent
value and liquidity for our shareholders," said Richard A. Karp, Chairman
and CEO of Catapult Communications. "The combination of Catapult's
wireless expertise with Ixia's multiplay IP capabilities will offer the
market a single, powerful test solution that will benefit our customers
and employees."
J.P. Morgan Securities Inc. acted as exclusive financial advisor and
Wilson Sonsini Goodrich & Rosati, P.C. acted as legal counsel to Catapult.
About Catapult Communications
Catapult Communications is a leading supplier of advanced digital telecom
test systems to global equipment manufacturers and service providers,
including Alcatel-Lucent, Motorola, NEC, NTT DoCoMo, Nortel and Nokia
Siemens Networks. The Catapult DCT2000(R) and MGTS(R) systems deliver
superior high-end test solutions for hundreds of protocols and variants --
spanning LTE, IMS, WiMAX, mobile telephony, VoIP, GPRS, SS7, Intelligent
Network, ATM and ISDN. Catapult is committed to providing testing tools
that are at the forefront of the telecom technology curve.
Catapult is headquartered at 160 South Whisman Road, Mountain View, CA
94041. Tel: 650-960-1025. International offices are located in the U.K.,
Ireland, Germany, France, Finland, Sweden, Canada, Japan, China, India and
the Philippines. Information about Catapult Communications can be found on
the Web at www.catapult.com.
About Ixia
Ixia is a leading provider of IP performance test systems and service
verification platforms for IP-based infrastructure and services. Ixia's
test systems are used by network and telephony equipment manufacturers,
semiconductor manufacturers, service providers, governments and
enterprises to validate the performance and reliability of complex IP
networks, devices, and applications. Ixia's multiplay test systems
address the growing need to test voice, video, and data services and
network capability under real-world conditions.
Safe Harbor Statement:
This press release contains forward-looking statements that involve risks
and uncertainties, including statements regarding completion of the
acquisition and the impact of the combined product capabilities. Factors
that could cause actual results to differ materially include the
following: the risk of failing to obtain any regulatory approvals or
satisfy other conditions to the acquisition; the risk that the
transaction will not close or that closing will be delayed; the risk that
our respective businesses will suffer due to uncertainty related to the
transaction; difficulties encountered in integrating merged businesses;
the competitive environment in the software industry and competitive
responses to the acquisition; and whether the companies can successfully
develop new products or modify existing products and the degree to which
these gain market acceptance. Further information on potential factors
that could affect our respective businesses and financial results are
included Ixia's and Catapult's filings with the Securities and Exchange
Commission, which are on file with the Securities and Exchange
Commission. There can be no assurance that the acquisition or any other
transaction will be consummated.
Important Legal Information
In connection with the tender offer to be commenced by Ixia, Catapult will
file with the Securities and Exchange Commission a
Solicitation/Recommendation Statement on Schedule 14D-9. Catapult's
stockholders should read carefully the Solicitation/Recommendation
Statement on Schedule 14D-9 (including any amendments or supplements
thereto) after it is filed prior to making any decisions with respect to
Ixia's tender offer because it will contain important information. Free
copies of the Solicitation/Recommendation Statement on Schedule 14D-9 and
the related amendments or supplements thereto that the Company may file
with the SEC will be available at the SEC's website at www.sec.gov or by
contacting Catapult's Investor Relations Department at 1-650-314-1000.
This communication does not constitute an offer to sell or invitation to
purchase any securities or the solicitation of an offer to buy any
securities, pursuant to Ixia's tender offer or otherwise.
For investor information contact:
Leigh Salvo
Investor Relations
(650) 314-1000
ir@catapult.com
Copyright 2009, Market Wire, All rights reserved.
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