Exhibit 99.1
CONTACTS FOR ILLUMINET:
MEDIA:
Penny Thomas, 360/493-6000
[email protected]
INVESTORS:
Peter Wiederspan, 360/493-6165
[email protected]
ILLUMINET TO ACQUIRE NTC
ADDS NATIONAL PLATFORM FOR REAL-TIME, PREPAID WIRELESS ACCOUNT MANAGEMENT
CREATES INFRASTRUCTURE FOR FUTURE DEVELOPMENT OF IP AND WIRELESS DATA SERVICES
STOCK TRANSACTION VALUED AT $84 MILLION
OLYMPIA, WASH., JUNE 13, 2000 - Illuminet Holdings, Inc. (NASDAQ:ILUM) a leading
provider of advanced nationwide signaling and intelligent network services to
telecommunications carriers, today announced a definitive agreement to acquire
privately-held National Telemanagement Corporation (NTC), one of the largest
prepaid wireless providers in the country.
NTC is a Dallas-based developer and provider of advanced application
technologies for the wireless telecommunications industry, including prepaid
services, real-time account management and unregistered nationwide roaming
services. NTC's highly-mobile account based system enables wireless network
providers to offer a wide variety of features intended to control costs and
manage usage, including multiple rate plans, call blocking, voice mail, call
history, calling patterns and long distance usage. NTC's services also allow
providers to calculate, in real-time, how much customers have used on their
accounts and provides for automatic replenishment and automatic debiting of
customers' accounts.
For fiscal year 1999, NTC reported net earnings of $630 thousand, gross revenues
of $28.3 million, and net revenues of $16.1 million which excludes pass through
charges. Going forward,
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Illuminet will continue to report NTC's revenues and cost of sales on a net
basis excluding these charges. Between year-end 1998 and year-end 1999, NTC's
net revenues grew 56%, and between the first quarter of 1999 and first quarter
of 2000, net revenues grew by 52%. In connection with the acquisition, Illuminet
will issue a total of approximately 1.973 million shares of common stock and
options to NTC shareholders and NTC employees. Based upon Illuminet's closing
price on the day preceding this announcement of $42.50, the total value of the
transaction is estimated at $83.85 million.
The acquisition of NTC will enhance Illuminet's existing portfolio of
intelligent network services, such as number portability, toll-free database
access and calling-name delivery. Going forward, the addition of NTC's real-time
services provides an infrastructure that creates an opportunity for Illuminet to
develop a platform for next generation solutions, such as Wireless Intelligent
Network (WIN)-based services, Internet Protocol (IP) and wireless data services.
Mr. Roger Moore, President and Chief Executive Officer of Illuminet, said, "The
highly competitive nature of the wireless industry has created a strong demand
for carriers to have real-time account management systems for prepaid and
postpaid applications to enable them to mitigate fraud, minimize credit losses
and offer more advanced billing capabilities to their customers. The acquisition
of NTC creates new growth opportunities for Illuminet by opening these new
markets and adding sophisticated product solutions that extend our portfolio of
intelligent network services. Eventually, NTC's products could provide a
platform for Illuminet to broaden its services into WIN, IP and wireless data
services. We believe that our existing customers could receive significant
benefit from NTC's services and potential customers will find additional value
in our expanded capabilities."
Mr. Moore added, "In conjunction with last year's IPO, we announced that we
would seek strategic acquisitions that leverage our existing network or customer
relationships. The acquisition of NTC delivers on both of those objectives. The
combination is a logical fit because we have a history together - we are jointly
developing NTC's iRoam service, a seamless real-time roamer application for
prepaid accounts, which NTC will deploy utilizing our SS7 network. NTC has
strong top-line growth, is profitable and accretive to our earnings, strengthens
our competitive position and creates a new platform for expansion into next
generation services. We intend to continue to seek additional opportunities that
enhance our ability to offer a broad suite of outsourced services to
communications carriers."
Mr. George Lebus, Chairman and Chief Executive Officer of NTC, said, "NTC and
Illuminet both benefited and grew from telecom deregulation, so we share similar
entrepreneurial, customer-driven growth strategies and a common vision of the
future of telecom. NTC, which has grown to become one of the largest providers
of wireless prepaid services in the country with 117 million billed minutes of
use in 1999, was first to market with real-time prepaid roaming, delivery of
multiple services billed on a single account, nationwide prepaid replenishment
and automated credit card roaming. Illuminet has become the largest independent
nationwide provider of intelligent network and SS7 services to telecom carriers.
Together, NTC and Illuminet will be better able to respond to growing demand
from wireless carriers for new, value-added services that they can provide to
their customers, the end-user."
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Headquarters and Management
NTC will be operated as a wholly owned subsidiary of Illuminet, and its
headquarters will remain in Dallas. George Lebus, who has been with NTC since
1990, will continue as President of NTC.
Finance and Accounting
As part of the agreement, Illuminet will assume and immediately retire $3.9
million of NTC indebtedness. Five percent of all shares issued will be held in
escrow to address potential adjustments during the escrow period.
The transaction will be accounted for as a pooling of interests and is
anticipated to be accretive by the first quarter of 2001. The acquisition has
been approved by the board of directors of each company and is expected to close
in June 2000 subject to customary third-party approvals and other closing
conditions.
Because the merger will be a pooling transaction, Illuminet will revise its
historical financial statements to combine the results of NTC. As a result,
Illuminet's December 31, 1999 revenues and net earnings will be increased to
$116.7 million and $13.6 million, respectively, and for the period ended March
31, 2000, revenues and net earnings will be increased to $34.5 million and $7.3
million, respectively.
Robertson Stephens acted as financial advisor to Illuminet. The
Robinson-Humphry Company, Inc. acted as financial advisor to NTC.
ABOUT ILLUMINET:
Founded in 1981, Illuminet operates the largest Signaling System 7 (SS7) network
in the United States not affiliated with a major carrier and is a leading
provider of complementary intelligent network services to telecommunications
carriers. Connection to the Illuminet network gives carriers access to the
system of signaling networks of nearly the entire U.S. public-switched
telecommunications infrastructure through a single source. Illuminet specializes
in signaling network services and intelligent network solutions for a variety of
services such as calling name delivery, calling card validation, wireless
roaming, number portability, network usage measurement, network management,
clearinghouse services, toll-free database and other specialized database access
functions. Illuminet's headquarters are at 4501 Intelco Loop, SE, Lacey, WA
98503; (360) 493-6000; www.illuminet.com.
Illuminet is a registered service mark of Illuminet, Inc., in the United States
and Canada. Other product and service brand names are trademarks of their
respective owners.
ABOUT NTC:
NTC Corporation (NTC), based in Dallas, provides a variety of enhanced
application service products to the communications industry including
unregistered wireless roaming services via American Roaming Network and
real-time billing services under SmartPay Wireless(TM). Visit the company's web
site at http://www.ntcworld.com.
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CAUTIONARY STATEMENT: Statements regarding growth in revenues contained in this
release are forward-looking statements. "Forward-looking" statements, as defined
in the Private Securities Litigation reform Act of 1995 ("Act"), are based on
current expectations, estimates and projections. Such statements are made
pursuant to the safe harbor provisions of the Act. Statements that are not
historical facts, including statements about Illuminet's beliefs and
expectations are forward-looking statements. There are certain important factors
that could cause actual results to differ materially from those anticipated by
the forward-looking statements. For a discussion of the principal factors that
may cause actual results to be different, please refer to the company's
registration statement filed with the SEC on August 23, 1999 and declared
effective October 7, 1999 as well as the Company's 10-K filing on March 14,
2000. Illuminet undertakes no obligation to update publicly any forward-looking
statements whether as a result of new information, future events or otherwise.
CONFERENCE CALL: Illuminet will host a conference call to discuss details of its
acquisition of NTC. A replay of the conference call may be heard, beginning at
12:00 PM EDT on June 13, 2000 on the company's web site at www.Illuminet.com/ir.
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