الموضوع في 'السوق الأمريكي للأوراق الماليه' بواسطة aymutlaq, بتاريخ 8 يوليو 2005.
اسم السهم Pdyn
سعر السهم 2.90
ارتفاع 1.01 .. 50%
بالتوفيق ان شاء الله تعالى
Zhone Technologies to Acquire Paradyne Networks; Combination Provides Scale and Solutions... [FGKKLPV]
Zhone Technologies to Acquire Paradyne Networks; Combination Provides Scale and Solutions to Address U.S. and Global Network Operators
OAKLAND, Calif. & LARGO, Fla.--(Business Wire)--July 8, 2005--
Zhone Technologies, Inc. (Nasdaq: ZHNE), the first
company dedicated solely to delivering the full spectrum of
next-generation access infrastructure equipment, today announced that
it will acquire Paradyne Networks, Inc. (Nasdaq: PDYN), a leading
provider of triple play broadband loop carriers (BLCs) and Ethernet
Under the terms of the agreement, Zhone will issue 1.0972 shares
of Zhone common stock for each outstanding share of Paradyne common
stock, and each option, warrant and other security exercisable or
convertible into Paradyne common stock will be assumed by Zhone and
become exercisable or convertible into Zhone common stock, with
appropriate adjustments based on the merger exchange ratio. Based on
Zhone's closing price yesterday, the transaction is valued at $3.917
per Paradyne common share. On a fully-diluted basis, the current
stockholders of Paradyne will own approximately 36.8% of the combined
company and the current stockholders of Zhone will own approximately
63.2% of the combined company. The proposed stock-for-stock
transaction is intended to qualify as tax-free to the stockholders of
The acquisition of Paradyne by Zhone is expected to have the
-- Provide scale to allow for further growth and more
comprehensive sales, service and support.
-- Bolster Zhone's position as a leading provider of next
generation Broadband Loop Carrier access network solutions.
-- Provide service providers with more comprehensive solutions
for delivering packet based voice, data and video services as
these technologies converge.
-- Provide for substantial cost savings from the reduction of
operating expenses and is immediately accretive excluding any
acquisition related charges.
-- Strengthen Zhone's balance sheet with a larger net cash
The transaction is also expected to expand the customer base of
the combined company to include twelve of the top twenty-five U.S.
Independent Telephone companies, including five of the top ten as well
as two of the top three U.S. cable operators and leading U.S.
competitive carriers. Also of significance, the transaction will scale
operations in every operating region with complementary key accounts
in EMEA, APAC, Japan and CALA. The combined company will have
employees operating in 21 countries around the globe.
"Together, Zhone and Paradyne will deliver a broad array of
products that allow carriers to extend their current access networks,"
said Mory Ejabat, chairman and chief executive officer of Zhone. "The
combined product portfolios will provide customers with unparalleled
ability to maintain legacy services while simultaneously migrating
their operations to pure packet for delivery of new VoIP, data and IP
video services over both copper and fiber."
"We believe this transaction is beneficial to Zhone stockholders,
Paradyne stockholders and to the respective customers of both
companies," said Sean Belanger, chairman and chief executive officer
of Paradyne. "The combined company will have the scale to accelerate
Paradyne's position as a leader in the telecommunications industry.
Zhone's and Paradyne's solid product portfolios, broad customer bases
and strong financial performances are ingredients for continued
Both Sean Belanger and Pat Murphy, chief financial officer of
Paradyne, have agreed to remain with Zhone as consultants for up to
two years to assist in the transition.
The transaction is subject to the approval of each company's
stockholders, regulatory review as well as other customary closing
conditions. The transaction is currently expected to close in the fall
of 2005. The time, location and other details regarding each company's
stockholders meeting will be communicated to stockholders at a later
Paradyne retained Raymond James as its financial advisor and
Alston & Bird as its legal advisor. Zhone enlisted the assistance of
Needham & Company to facilitate the transaction. Latham & Watkins
served as Zhone's legal advisor in the transaction.
Zhone also announced today that revenues for its second quarter
are expected to be slightly higher than the guidance previously
provided of between $29 million and $30 million. Other than these
slightly higher revenues, Zhone expects its results to be in line with
previously provided guidance.
Paradyne also announced today that revenues for its second quarter
are expected to be slightly higher than guidance and that EPS and
gross margin percentage will also slightly exceed guidance.
Zhone and Paradyne will hold a joint conference call today, July
8, 2005, at approximately 9:00 a.m. Eastern Time to review this
announcement. The call is open to the public by dialing 800.901.5231
for U.S. callers and 617.786.2961 for international callers and
entering the passcode 33604131. A replay of the conference call will
be available for approximately one week after the original call by
dialing 888-286-8010 for U.S. callers and 617-801-6888 for
international callers and entering the passcode 68560491. An audio
webcast replay will also be available online at
www.zhone.com/about/investors/ for approximately one week following
the original call. Additional investor information can be accessed at
www.zhone.com or by calling Zhone's Investor Relations Department at
Please also refer to the Press Release "ZHONE TECHNOLOGIES, INC.
TO REPORT SECOND QUARTER 2005 FINANCIAL RESULTS" issued on July 1,
2005 for details about Zhone's upcoming call regarding second quarter
financial results scheduled for July 20, 2005.
About Paradyne Networks, Inc.
Paradyne provides a broad family of IP-based broadband access
solutions, including BLCs, DSLAMs, Ethernet in the First Mile bonded
solutions, IADs, and CPE. Paradyne's products support both residential
triple play solutions and business class bonded SHDSL, ADSL2+, T1/E1,
and DS3 bonded solutions for LAN extension and cell site data backhaul
applications. Paradyne's solutions are designed to enhance carrier
revenue streams with full support for Multimedia Traffic Management
(MTM) and to lower carrier operational expenses through Operational
Intelligence (OpIQ). More information may be obtained by visiting
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