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Filed by Lucent Technologies
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
The following communication contains forward-looking statements based on current
expectations, forecasts and assumptions that involve risks and uncertainties
that could cause actual outcomes and results to differ materially. These
forward-looking statements include, but are not limited to, future product,
market and technology development, future benefits of the acquisition,
estimated date to complete the transaction, and the expected impact of the
transaction on future earnings. These risks and uncertainties include obtaining
approval by Spring Tide Networks stockholders, obtaining regulatory approvals
and clearances, price and product competition, dependence on new product
development, reliance on major customers, customer demand for our products and
services, the ability to successfully integrate acquired companies, timely
completion of the acquisition, control of costs and expenses, general industry
and market conditions, growth rates and general domestic and international
economic conditions, including interest rate and currency exchange rate
fluctuations.
For a further list and description of such risks and uncertainties that could
cause actual results to differ materially from such forward-looking statements,
see the reports filed by Lucent with the SEC including the discussion in
Lucent's Form 10-K for the year ended September 30, 1999 in Item 1 in the
section entitled "X. OUTLOOK - A. Forward Looking Statements".
Investors and security holders are advised to read the registration statement
and proxy statement/prospectus filed by Lucent with the SEC regarding the
transaction referenced in the foregoing information when it becomes available
because it will contain important information. Additionally, a detailed list of
names, affiliations and interests of participants in the solicitation can be
found in the proxy statement/prospectus, when available. Investors and security
holders may obtain a free copy of the other documents filed by Lucent at the
SEC's web site at www.sec.gov. The registration statement and proxy
statement/prospectus and such other documents may also be obtained from Lucent
by directing such request to Lucent Technologies, Attn: Secretary's Department,
600 Mountain Ave, Murray Hill NJ., 07974.
THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY LUCENT ON JULY 25, 2000
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John Callahan Bill Price Dawn McKenna
Lucent Technologies Lucent Technologies Spring Tide Networks, Inc.
908-559-5847 (office) 908-582-4820 (office) 978-298-2130 (office)
703-758-1449 (home) 973-515-5038(home) 617-680-0397 (mobile)
[email protected] [email protected] [email protected]
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LUCENT TECHNOLOGIES TO ACQUIRE SPRING TIDE NETWORKS, A LEADING PROVIDER OF
ADVANCED IP SERVICES NETWORK EQUIPMENT FOR SERVICE PROVIDERS
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FOR IMMEDIATE RELEASE: TUESDAY, JULY 25, 2000
MURRAY HILL, N.J. - Lucent Technologies (NYSE: LU) today said
it will acquire Spring Tide Networks, a leader in network switching equipment
that allows service providers to offer customers a broad portfolio of Internet
Protocol (IP) services such as virtual private networks (VPNs) and other
applications. Spring Tide's equipment delivers up to four times the scalability
and performance of competing products on a proven platform for IP services,
while supporting any kind of network connection - including wireless, broadband
DSL and cable, and traditional wireline access.
Lucent will acquire Spring Tide Networks, of Maynard, Mass., a
privately held company, in a stock transaction for approximately 26.8 million
shares and options, valued at about $1.3 billion, based on the closing price of
$50.13 for Lucent stock on July 24, 2000. This excludes the approximately 4
percent stake in Spring Tide that Lucent already owns.
"This acquisition gives us a leadership position in the IP
services market. Spring Tide's people, technology and equipment will play a
crucial role in our broadband Internet infrastructure strategy," said Janet
Davidson, president of Lucent Technologies InterNetworking Systems business.
"Businesses are increasingly turning to broadband service providers to provide
IP services rather than managing them on their own internal corporate networks.
Spring Tide's solution helps service providers deliver more value from their
networks by providing these new advanced IP services to their customers,
regardless of whether they connect by DSL, cable, wireless or traditional
wireline voice networks."
Lucent expects the acquisition of Spring Tide, which will be
accounted for as a purchase, to be completed by September 30, 2000. The purchase
is expected to result in a one-time charge against earnings for an accounting
write-off assigned to in-process research and development, which will be taken
in the quarter in which the acquisition is completed. The acquisition is
expected to dilute Lucent's pro forma earnings per share for continuing
operations(1) by about one cent in fiscal 2001.
"As a leader in the burgeoning IP services market, Spring Tide
expects to be a key contributor to the Lucent data networking portfolio," said
Allan Wallack, Spring Tide president and chief executive officer. Wallack will
stay on with Lucent, as will Spring Tide's founder and chief technology officer
Steve Akers and founder and vice president of business development Stephen
Collins. Spring Tide will become part of Lucent's InterNetworking Systems Group.
SPRING TIDE DELIVERS STRATEGIC SOLUTIONS FOR BUSINESS QUALITY, PUBLIC IP NETWORK
Logically positioned in the new "services" layer of the public
IP network infrastructure, Spring Tide's solutions will map advanced IP
services, created at the network edge, across the intelligent optical core.
Today's $660 million IP services equipment market will increase to $1.6 billion
over the next year, and exceed $5 billion by 2003, according to the estimates of
Ryan Hankin Kent, a leading analyst firm.
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Spring Tide's flagship product, the IP Service Switch 5000,
delivers value-added, business-quality, IP services like virtual private
networks (VPNs), managed firewalls, voice and multimedia services - all over a
reliable, public packet network infrastructure. By leveraging high performance
service switching with a revolutionary control plane architecture, Spring Tide
solutions enable the industry's broadest portfolio of highly-available IP
services across any kind of access media, on a massive scale. Via its unique
line-rate Pipelined PacketFlow(TM) design, the IP Service Switch 5000 has the
industry-leading processing capacity to route tens of thousands of users
simultaneously. The Spring Tide control plane architecture, based on a
policy-driven model, radically improves service provisioning and delivery
enabling carriers to offer "follow-me" services, accessible across any access
media in the network on a massive scale - supporting millions of users.
Upside Magazine recently selected Spring Tide as one of its
"Hot 100" private technology companies. The selection criteria included
technological achievements, customer acceptance of product and services,
financial performance and management savvy.
In December 1999, Lucent and Spring Tide entered into a
worldwide original equipment manufacturer (OEM) agreement. As a result of the
relationship, Lucent has secured contracts for the IP Service Switch 5000 with
several customers including AT&T Wireless and ionex telecommunications. The IP
Service Switch 5000 complements Lucent's portfolio of leading data networking
products, including the Stinger(TM) DSL Access Concentrator, MAX TNT(TM) WAN and
APX 8000(TM) Multiservice
Access Switches, AccessPoint(TM) routers, GX 550(TM), CBX 500(TM), and B-STDX
9000(TM) Multiservice WAN Switches. The IP Service Switch 5000 is fully
supported by Lucent's NetworkCare(SM) support and services organization. Spring
Tide's LightShip(TM) element management and provisioning system, will be
integrated with Navis, Lucent's family of network and service management
products.
ABOUT SPRING TIDE NETWORKS
Spring Tide is a leader in delivering IP service network
equipment that allows communications carriers to offer the services of tomorrow,
today. By leveraging high performance service switching with a revolutionary
control plane architecture, Spring Tide solutions enable the industry's broadest
portfolio of highly-available IP services across any kind of access media on a
massive scale. Headquartered in Maynard, MA, Spring Tide is privately owned and
venture-capital funded.
ABOUT LUCENT TECHNOLOGIES
Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs and delivers the systems, software, silicon and services for
next-generation communications networks for service providers and enterprises.
Backed by the research and development of Bell Labs, Lucent focuses on
high-growth areas such as broadband
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and mobile Internet infrastructure; communications software; communications
semiconductors and optoelectronics; Web-based enterprise solutions that link
private and public networks; and professional network design and consulting
services.
# # #
(1) Pro forma EPS from continuing operations excludes the enterprise networks
business expected to be spun off, the consumer products business, amortization
of goodwill and acquired technology and one-time events, including purchased
in-process research and development.
This news release contains forward-looking statements based on current
expectations, forecasts and assumptions that involve risks and uncertainties
that could cause actual outcomes and results to differ materially. These
forward-looking statements include, but are not limited to, future product,
market and technology development, future benefits of the acquisition, estimated
date to complete the transaction, and the expected impact of the transaction on
future earnings. These risks and uncertainties include obtaining regulatory
approval, price and product competition, dependence on new product development,
reliance on major customers, customer demand for our products and services, the
ability to successfully integrate acquired companies, timely completion of the
acquisition, control of costs and expenses, general industry and market
conditions, growth rates and general domestic and international economic
conditions, including interest rate and currency exchange rate fluctuations. For
a further list and description of such risks and uncertainties that could cause
actual results to differ materially from such forward-looking statements, see
the reports filed by Lucent with the Securities and Exchange Commission. Lucent
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
