Captaris to Acquire Castelle
BELLEVUE, Wash. and MORGAN HILL, Calif., April 26 : Captaris, Inc. (NASDAQ:CAPA), a leading provider of software products that automate document-centric business processes today announced a definitive agreement for Captaris to acquire all of the outstanding stock of Castelle (NASDAQ:CSTL). For the year ended December 31, 2006, Castelle reported revenue of $10.6 million, net income of $0.7 million and operating cash flow of $1.7 million.
Under the terms of the definitive agreement, which has been unanimously approved by both boards of directors, Captaris will pay $3.95 per share in cash, or approximately $10.8 million net of an agreed upon closing cash balance for Castelle of $7.4 million. The purchase price per share will be increased or decreased at closing to the extent Castelle's cash is above or below the agreed upon balance, and will be decreased to the extent Castelle's working capital (excluding cash) is less than an agreed upon target. The transaction is subject to customary closing conditions, including the approval by the shareholders of Castelle, and is expected to close in the third quarter of 2007. Prior to closing, the two companies will continue to operate independently.
"We are very excited about the opportunities ahead of us with the combination of Captaris and Castelle products, customer base and employees," said David P. Anastasi, President and Chief Executive Officer of Captaris. "Castelle's products broaden our suite of offerings and extend our leadership position in the fax market, particularly for small and medium-sized enterprises. Their appliance based products, combining software and hardware into a "plug and play" device, we believe are particularly well suited for our focus on the multi-function printer (MFP) market, the fax over internet protocol (FoIP) market, and for expansion into broader market opportunities."
"Our two companies, with complementary strengths, fit very well together," said Scott C. McDonald, President and Chief Executive Officer of Castelle. "By becoming part of a market leader in enterprise-wide fax, document and information delivery and management solutions, we expect to enjoy greater market recognition, a wider portfolio of products and improved distribution. Our combined portfolio of solutions will enable our customers and Captaris' customers to have greater flexibility, choice and cost-effectiveness from their document automation."
Captaris expects that the transaction will be accretive in the first 12 months following the closing and will discuss the transaction further on its upcoming first quarter 2007 earnings conference call.
About Captaris, Inc.
Captaris, Inc. is a leading provider of software products that automate business processes, manage documents electronically and provide efficient information delivery. Our product suite of Captaris RightFax, Captaris Workflow and Captaris Alchemy Document Management is distributed through a global network of leading technology partners. We have customers in financial services, healthcare, government and many other industries, and our products are installed in all of the Fortune 100 and many Global 2000 companies. Headquartered in Bellevue, Washington, Captaris was founded in 1982 and is publicly traded on the NASDAQ Global Market under the symbol CAPA. For more information please visit http://www.captaris.com/.
About Castelle
Castelle is a market leader in "all-in-one" network fax solutions for businesses and enterprises, and offers organizations every possible network fax option: desktop faxing, production faxing, fax and email integration, workflow application integration, and tools for developing custom fax applications. FaxPress, FaxPress Premier and FaxPress Enterprise network fax servers include the FaxPress or FaxPress Plus software suite that enables administrators and users to perform functions such as managing fax queues, creating reports, and viewing fax archives. Castelle products are designed to be easy to use and maintain, and provide an economical way for companies to share resources over the network. Castelle was founded in 1987 and is headquartered in Morgan Hill, California. Its products are available through a worldwide network of distributors, resellers, and online retailers. For more information please visit http://www.castelle.com/.
More Information and Where to Find It
A special meeting of shareholders of Castelle is being planned in July 2007 to seek required shareholder approval of the proposed transaction. Detailed information about the proposals to be presented for shareholder approval will be contained in a proxy statement and other documents to be filed with the U.S. Securities and Exchange Commission (SEC) and mailed to shareholders prior to the meeting. Shareholders of Castelle are advised to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information. The proxy statement will be available free of charge at www.sec.gov/. In addition, investors and security holders may obtain free copies of the proxy statement and other documents filed with the SEC when they become available by contacting Castelle at the address and telephone number below.
Castelle, its board of directors, executive officers and employees and certain other persons may be deemed to participate in the solicitation of proxies of Castelle shareholders in connection with the proposed transaction. These individuals may have interests in the transaction, including interests resulting from their ownership of securities of Castelle. Information concerning these individuals and their interests in the transaction and their participation in the solicitation will be contained in the proxy statement filed with the SEC in connection with the transaction.
Source: Captaris, Inc.
CONTACT: Erika Simms, Treasury Analyst Captaris, Inc.,
+1-425-638-4048, InvestorRelations@Captaris.com; Todd Kehrli Jim
+Byers,
Investor Relations MKR Group, LLC, +1-323-468-2300, capa@mkr-group.com, both for Captaris, Inc.; Scott C. McDonald, President & Chief Executive Officer, +1-408-852-8000, fax +1-408-852-8100, Karin Reak, Marketing Communications Manager, +1-408-852-8034, karin.reak@castelle.com, both of Castelle
Web site: http://www.captaris.com/
