PETALUMA, CA and BOULDER, CO today announced a definitive
agreement for Turin Networks to acquire Carrier Access for
approximately $92.7 million in cash subject to certain adjustments.
The addition of Carrier Access' broad portfolio of wireless
backhaul and converged access products extends Turin's suite of
iConnect(TM)-based solutions to the service provider edge.
Under the terms of the agreement, stockholders will receive
$2.60 for each outstanding share of Carrier Access' common stock,
subject to adjustment. This represents a premium of 14.7% over
Carrier Access' 20-day average stock price of $2.27 through
December 14th, 2007. The purchase price is subject to adjustment in
the event that Carrier Access has less than $63 million in "closing
cash," as defined in the definitive agreement.
"The driver for Turin's significant growth over the past year
has been carriers' increasing infrastructure investments to
accommodate wireless data traffic and expanded Ethernet service
offerings," said Henry Wasik, chief executive officer of Turin
Networks. "This led us to pursue strategic expansion opportunities
that complement our growth drivers and provide our customers with
enhanced value. The Carrier Access acquisition leverages our
strengths in wireless, as well as converged IP networks, and
enables Turin to offer comprehensive solutions that extend to the
edge of the service provider network."
The acquisition of Carrier Access by Turin Networks will benefit
the customers of both companies. The combination of the two
companies creates a powerful, unified solution for mobile backhaul,
fixed mobile convergence, and converged business service delivery,
and adds strategic technologies such as pseudowires, VoIP, and
access routing to the portfolio, accelerating Turin's growth and
time to market. The benefits of increased scale will also elevate
the company's ability to innovate -- providing the capacity to
develop new products that expand upon the existing portfolio of
solutions.
Carrier Access, with facilities in Boulder, Colorado and
Shanghai, China, has a base of over 100 customers which includes
major Tier 1 wireless and wireline carriers, cable operators,
enterprises and government agencies. The Carrier Access product
portfolio includes solutions that span the wireless backhaul
network from the cell-site to the network edge, as well as
converged access technologies that enable service providers and
enterprise customers to deliver carrier-quality IP voice and data
services.
"We believe that this transaction is beneficial to Carrier
Access stockholders, employees and to the respective customers of
both companies. Turin is a good cultural fit for Carrier Access
employees," said Allen Snyder, president and chief executive
officer of Carrier Access. "The combined company will have the
scale to accelerate Turin's position as a leader in the
telecommunications industry. Turin's and Carrier Access' combined
product portfolio, broad customer base and expertise are
ingredients for success in the marketplace."
Additional Information Regarding the Acquisition
The definitive agreement has been unanimously approved by the
boards of directors of both Turin Networks and Carrier Access. The
transaction is subject to the approval of Carrier Access
stockholders and certain other customary closing conditions. The
directors and executive officers of Carrier Access have agreed to
vote their shares, which constitute 38.3% of the outstanding common
stock of Carrier Access, in favor of the transaction. The
transaction is expected to close in the first calendar quarter of
2008 and is intended to be treated as a taxable purchase of the
securities of Carrier Access.
The Turin Networks board was advised by Deutsche Bank and the
Carrier Access board was advised by Jefferies Broadview.
About Turin Networks
Turin Networks, Inc. is a global provider of metro transport and
switching solutions for wireline, wireless, MSO and private
networks. Turin's iConnect(TM)-based solutions facilitate migration
to end-to-end Carrier Ethernet over any media for all types of
network operators. Turin's products have been deployed by more than
300 customers worldwide to increase revenue through expanded
optical network capacity and efficient delivery of new
Ethernet/IP-based services. Turin is headquartered in Petaluma,
California, with R&D facilities in Petaluma, Dallas and Boston,
and sales offices throughout the world. For more information, visit
www.turinnetworks.com or call 707-665-4400.
About Carrier Access
Carrier Access (NASDAQ: CACS) provides consolidated access
technology designed to streamline the communication network
operations of wireless and wireline carriers, cable operators,
enterprises and government agencies. Carrier Access products enable
customers to consolidate and upgrade access capacity and implement
converged IP services, while lowering costs and accelerating
service revenue. Carrier Access' technologies help customers do
more with less. For more information, visit www.carrieraccess.com
or call 1-800-365-2593.
Additional Information and Where to Find It
In connection with the proposed transaction, Carrier Access will
be filing a proxy statement and relevant documents concerning the
transaction with the Securities and Exchange Commission ("SEC").
SECURITY HOLDERS OF CARRIER ACCESS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders can obtain free copies
of the proxy statement and other documents when they become
available by contacting Investor Relations, Carrier Access, 5395
Pearl Parkway, Boulder, CO 80301 (Telephone: 303.442.5455). In
addition, documents filed with the SEC by Carrier Access are
available free of charge at the SEC's web site at www.sec.gov.
Carrier Access and its directors, executive officers and certain
other members of its management and employees may, under SEC rules,
be deemed to be participants in the solicitation of proxies from
Carrier Access' stockholders in connection with the transaction,
which may be different than those of Carrier Access stockholders
generally. Information regarding the interests of such directors
and executive officers is included in Carrier Access' proxy
statements and Annual Reports on Form 10-K, previously filed with
the SEC, and information concerning all of Carrier Access'
participants in the solicitation will be included in the proxy
statement relating to the proposed transaction when it becomes
available. Each of these documents is, or will be, available free
of charge at the SEC's web site at http://www.sec.gov and from
Investor Relations, Carrier Access, 5395 Pearl Parkway, Boulder, CO
80301 (Telephone: 303.442.5455).
Forward-Looking Statement Caution
This press release contains forward-looking statements, within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, concerning future
financial and operating performance of the combined business, the
timing of closing of the transaction, the potential adjustment of
the per share price and other statements regarding the proposed
merger. These forward-looking statements, which reflect the best
judgment of Turin Networks' and Carrier Access' management based on
factors currently known, are subject to risks and uncertainties
that may cause actual results to differ materially, including, but
not limited to, the risk that Turin Networks' and Carrier Access'
businesses will not be integrated successfully; costs related to
the merger; failure of Carrier Access' stockholders to approve the
merger and the transactions related thereto; the satisfaction of
closing conditions; the failure to retain key employees; economic
and political conditions in the U.S. and abroad; the failure by the
combined company to complete and deliver products and services
within currently estimated time frames and budgets; the inability
to achieve revenues from combined lines of products; and other
risks affecting Turin Networks' and Carrier Access' businesses
generally, including, with respect to Carrier Access, those factors
discussed in its Annual Report on Form 10-K for the year ended
December 31, 2006, Form 10-Q for the quarter ended September 30,
2007, and other documents periodically filed with the Securities
and Exchange Commission. We do not undertake any obligation to
revise or update any forward-looking statements, whether as a
result of new information, future events, or otherwise.
Turin Networks, the Turin Networks logo, Traverse, TraverseEdge,
Traverse PacketEdge, TransAccess and TransNav are trademarks of
Turin Networks, Inc. or its affiliates in the U.S. and other
countries.
Carrier Access and the Carrier Access logo are trademarks of
Carrier Access Corporation in the U.S. and other countries.
Media Contacts: Kevin Wade Director, Product Marketing Turin
Networks, Inc. 707.665.4509 Email Contact Debbie Layton Director,
Marketing Communications Carrier Access Corporation 303.218.5524
Email Contact
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