Polycom to Acquire SpectraLink Corporation for Approximately $220M in Cash
Acquisition Leverages Mobility Into IP-Based Unified Collaboration
PLEASANTON, Calif. and BOULDER, Colo., Feb. 7 -- Polycom, Inc. (NASDAQ:PLCM), the world's leading provider of unified collaborative communications solutions, and SpectraLink Corp. (NASDAQ:SLNK), the leader in workplace wireless telephony, today announced that they have signed a definitive agreement under which Polycom will acquire SpectraLink.
Under the terms of the agreement, Polycom will commence a cash tender offer to purchase all of the outstanding shares of SpectraLink for $11.75 per share. This represents an enterprise value of approximately $220 million, which is net of existing cash and debt. The acquisition, which has been approved by the boards of directors of both companies, is also subject to a number of customary closing conditions, including obtaining applicable regulatory approvals. The board of directors of SpectraLink has unanimously recommended that the stockholders of SpectraLink accept the offer. Polycom expects to commence the tender promptly, and the acquisition is expected to close in the second quarter of calendar year 2007. Excluding non-recurring acquisition related expenses and non-cash charges, Polycom expects the acquisition to be slightly accretive in 2007.
"The SpectraLink acquisition extends Polycom's leading IP-based collaboration solution to the rapidly-growing mobility environment," stated Robert Hagerty, Chairman and CEO of Polycom. "Our customers are demanding wireless solutions in the enterprise and in the vertical markets we serve. Leveraging our proven strength in Polycom voice over IP (VoIP) solutions, we believe this combination yields the key strategic synergy of uniquely positioning Polycom as the only independent provider of both fixed and mobile solutions that seamlessly encompass voice, video, and data collaboration solutions from the desktop, to the meeting room, to the mobile individual."
"Voice over Wi-Fi is a high growth market," stated Sunil Bhalla, Senior Vice President and General Manager of Polycom's Voice Division. "Wireless IP telephony is emerging as one of the fastest-growing segments in the IT segment. We believe integrating SpectraLink into Polycom will yield multiple immediate synergies: (1) rapidly extending Polycom's interoperability with the enterprise SIP telephony leaders to the SpectraLink wireless handset solutions, (2) leveraging SpectraLink's strength with key vertical markets such as retail, hospitality, and healthcare into Polycom's core voice and video offerings, (3) strengthening our mutual strategic partner relationships such as Avaya, Alcatel, Cisco, and Nortel, and creating new opportunities for SpectraLink with Microsoft, IBM, and others, and (4) utilizing Polycom's global channel network and high-touch sales force to sell SpectraLink mobility solutions to a broader customer set. All of these synergies deliver the opportunity for the combined company to deliver compelling fixed and mobile solutions which we believe will drive growth at both the top and bottom line."
"We are excited about the strategic synergies driven by this combination," said John Elms, President and CEO of SpectraLink. "With Polycom's global leadership and presence, combined with SpectraLink's unparalleled wireless telephony offering, we are confident that Polycom can capture the rapidly- growing mobile voice over IP opportunity across enterprise and verticals worldwide. Our management team here at SpectraLink is delighted with the opportunity to drive growth with Polycom as we launch our unified solution."
Webcast and Conference Call
Polycom will hold a conference call today, February 7, 2007, at 5:00 p.m. ET/2:00 p.m. PT to discuss this acquisition. Robert Hagerty, Chairman and CEO of Polycom, John Elms, President and CEO of SpectraLink, Sunil Bhalla, SVP and GM of Polycom's Voice Division, and Michael Kourey, CFO of Polycom, will host the conference. You may participate by viewing the webcast at www.polycom.com or www.spectralink.com. For callers in the US and Canada, you may call 877.809.5475; and for callers outside of the US and Canada, you may call 706.679.4994, using the pass code Polycom. A replay of the call will also be available at www.polycom.com or www.spectralink.com. For callers in the US and Canada, you may hear a replay at 800-633-8284; and for callers outside of the US and Canada, at 402-977-9140. The access number for the replay is 21328106. A replay of the call will also be maintained for thirty days on our website at www.polycom.com under Investor Relations - Archived Conference Calls.
Securities Law Disclosures
The tender offer for the outstanding common stock of SpectraLink has not yet commenced. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of SpectraLink common stock will be made only pursuant to an offer to purchase and related materials that Polycom intends to file with the SEC on Schedule TO. SpectraLink also intends to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. SpectraLink stockholders and other investors should read these materials carefully because they contain important information, including the terms and conditions of the offer. SpectraLink stockholders and other investors will be able to obtain copies of these materials without charge from the SEC through the SEC's website at www.sec.gov, from Innisfree M&A Incorporated, the information agent for the offer, at (877) 750-9496, from Cowen and Company, LLC, the dealer manager for the offer, at (877) 269-3652, from Polycom (with respect to documents filed by Polycom with the SEC), or from SpectraLink (with respect to documents filed by SpectraLink with the SEC). Stockholders and other investors are urged to read carefully those materials prior to making any decisions with respect to the offer.
About SpectraLink
SpectraLink, the leader in workplace wireless telephony, delivers the power of mobile voice and messaging applications to businesses worldwide. Seamlessly integrating with VoIP and traditional telephony platforms, SpectraLink's scalable technology provides instant access to people and business-critical information. SpectraLink handsets free on-premises employees to be more accessible, productive and responsive. For more information, visit www.spectralink.com or call 1-800-676-5465.
About Polycom
Polycom, Inc. is the worldwide leader in unified collaborative communications (UCC) that maximize the efficiency and productivity of people and organizations by integrating the broadest array of video, voice, data and Web solutions to deliver the ultimate communications experience. Polycom's high quality, standards-based conferencing and collaboration solutions are easy to deploy and manage, as well as intuitive to use. Supported by an open architecture, they integrate seamlessly with leading telephony and presence- based networks. With its market driving technologies, best-in-class products, alliance partnerships, and world-class service, Polycom is the smart choice for organizations seeking proven solutions and a competitive advantage in real-time communications and collaboration. For additional information call 1-800-POLYCOM (765-9266) or +1-408-526-9000, or visit the Polycom website at www.polycom.com.
Source: Polycom, Inc.; SpectraLink Corporation
CONTACT: Michael R. Kourey, CFO of Polycom, Inc., +1-925-924-5742, or mkourey@polycom.com
Web site: www.polycom.com/
http://www.spectralink.com/
