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Filed by Polycom, Inc.
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Accord Networks Ltd.
Registration No. 000-30887
Contacts: Michael R. Kourey, CFO Jeffrey B. Bradley, CFO
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Polycom, Inc. Accord Networks Ltd.
408.474.2844 770.641.4413
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email: [email protected] email: [email protected]
POLYCOM TO ACQUIRE ACCORD NETWORKS LTD.
FOR APPROXIMATELY $339 MILLION IN STOCK
Agreement Adds Next Generation Infrastructure to Polycom's Converged Network
Solutions
MILPITAS, Calif. and ATLANTA - December 6, 2000 - Polycom(R), Inc. (NASDAQ:
PLCM), a worldwide leader in broadband communications solutions, and Accord
Networks Ltd. (NASDAQ: ACCD), today announced an agreement under which Polycom
will acquire Accord, a leading provider of next-generation, rich-media network
products that enable Internet Protocol (IP) and other network voice and video
communications in both the customer premise and service provider markets.
Under the terms of the agreement, 6.26 million shares of Polycom common
stock will be exchanged for all outstanding shares of Accord and 1.51 million
shares will be used in exchange for the outstanding options and warrants for
Accord. These shares will be exchanged based on a fixed ratio of 0.3065 shares
of Polycom for each share of Accord. The value of the transaction, based on
yesterday's Polycom closing price, is approximately $339 million. This
acquisition is anticipated to be completed by the end of the first quarter 2001
and is subject to approval by Accord's shareholders. In addition, this
transaction is intended to be accounted for as a pooling of interests and is
intended to qualify as a tax-free reorganization. Excluding one-time
acquisition related expenses, Polycom expects the acquisition to be slightly
accretive in 2001.
"The integration of Accord's next generation network infrastructure
products with Polycom's network access and voice and video products positions
Polycom as a leading end-to-end voice and video solutions company," said Bob
Hagerty, president and CEO of Polycom. "Accord's core competency in serving the
voice and video network infrastructure with its market leading V2IPERA family of
multi-port gateways significantly augments Polycom's offering, not only at the
customer premise, but also through Accord's partnerships with the leading
communications service providers around the world. In addition, Accord's
unparalleled development team will provide a strong foundation as Polycom builds
a platform of seamless, broadband voice and video communications for enterprises
and service providers of all sizes."
Hagerty continued, "For the first time, enterprises are demanding IP-based
voice and video communications broadly and at a rapidly growing rate. With
Accord, Polycom will be well positioned to leverage its products and technology
to service all of the voice and video communications needs of enterprises and
service providers."
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"Joining forces with Polycom leverages Accord's technology and product
platform through Polycom's extensive strategic partnerships and global channel
base," said Jules DeVigne, chairman and CEO of Accord Networks. "The strategic
synergies between Accord and Polycom will create a company poised to exploit the
explosive broadband communications market. We share Polycom's vision of the
ubiquitous deployment of IP-based voice and video communications on every
desktop and in every meeting room around the globe."
Polycom will host a conference call to discuss this acquisition today at
8:30 a.m. ET, 5:30 a.m. PT. The two numbers that may be used to access the call
are 415.247.8577 and 212.346.0147. Also, the call will be available on
Polycom's and Accord's web sites for one week, beginning at 1 p.m. PT today.
About Polycom
Polycom develops, manufactures and markets a full range of premium-quality
network access devices and broadband appliances. Polycom's integrated
communications solutions enable business and professional users to immediately
realize the benefits of voice, video and data over rapidly growing broadband
networks. Additional information about Polycom is available at www.polycom.com.
About Accord
Accord Networks Ltd. is the leading manufacturer of video and voice network
products for the converged network. Accord develops and markets the V2IPERA
product family--a line of network infrastructure servers that empower rich-media
communications over IP, ATM, and circuit-switched network environments.
Additional information about Accord Networks may be found at
www.accordnetworks.com.
Except for the historical information contained herein, matters discussed
in this release include forward looking statements that involve risks and
uncertainties, including risks associated with acquisition, such as the
potential inability to satisfy the closing conditions for the acquisition, the
risk of loss of Accord Networks' distribution channels that sell products
competitive to Polycom, potential difficulties in the assimilation of the other
distribution channels and other operations, strategies, technologies and
products of the acquired company, the risk of loss of key personnel of the
acquired company, diversion of management attention from other business
concerns, risk of entering new markets associated with Accord Networks'
partners, including the risk of variations in quarterly operating results due to
the timing of significant orders and other factors, significant current and
expected additional competition and the need to continue to expand product
distribution, particularly in the IP channels and internationally, and risk that
the foregoing and other factors will not yield the expected accretion in the
future. Further risks are detailed from time to time in Polycom's SEC reports,
including the Form 10-K, for 1999, and subsequent Form 10-Q filings and Accord
Networks' SEC reports, including the Form F-1, and subsequent Form 10-Q filings.
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Polycom and the Polycom logo design are registered trademarks of Polycom,
Inc. in the U.S. and various countries. Accord is a registered trademark and
V2IPERA is a trademark of Accord Networks. (C) 2000 Polycom, Inc. and Accord
Networks Ltd. All rights reserved.
Additional Information: Polycom plans to file a Registration Statement on
SEC Form S-4 in connection with the merger and Accord expects to mail a Proxy
Statement/Prospectus to its stockholders containing information about the
merger. Investors and security holders are urged to read the Registration
Statement and the Proxy Statement/Prospectus carefully when they are available.
The Registration Statement and the Proxy Statement/Prospectus will contain
important information about Polycom, Accord, the merger and related matters.
Investors and security holders will be able to obtain free copies of these
documents through the web site maintained by the U.S. Securities and Exchange
Commission at http//www.sec.gov. In addition to the Registration Statement and
the Proxy Statement/Prospectus, Polycom and Accord file annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements and other
information filed by Polycom and Accord at the SEC public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549 or at the Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the
Commission at 800-SEC-0330 for further information on public reference rooms.
Polycom's and Accord's filings with the Commission are also available to the
public from commercial document-retrieval services and the web site maintained
by the Commission at http://www.sec.gov.
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