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Filed by Lightbridge, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Corsair Communications, Inc.
Commission File No.: 000-22859
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INVESTOR RELATIONS: PUBLIC RELATIONS:
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Leslie Green Amanda McNulty
Stapleton Communications for Corsair Price PR for Corsair Communications
650/470-4222 650/829-5800
[email protected] [email protected]
Harlan Plumley Jennifer Meyer
CFO, Lightbridge, Inc. PAN Communications for Lightbridge, Inc.
781/359-4000 978/474-1900
[email protected] [email protected]
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CORSAIR AND LIGHTBRIDGE SIGN DEFINITIVE MERGER AGREEMENT
COMBINATION LEVERAGES PRODUCT, DISTRIBUTION AND CLIENT BASE SYNERGIES AND
CREATES END-TO-END SOLUTION FOR CUSTOMER MANAGEMENT
Palo Alto, Calif./Burlington, Mass. -- Oct. 26, 2000 -- Corsair
Communications (Nasdaq: CAIR), a leading provider of real-time pre-paid
billing systems for the global wireless industry, and Lightbridge, Inc.
(Nasdaq: LTBG), a leading enabler of customer relationship management
solutions for communications service providers, today announced they have
signed a definitive agreement under which Corsair will merge with Lightbridge
in a transaction valued at approximately $165 million, based on Corsair's
Oct. 25, 2000 closing stock price. The new company will operate under the
Lightbridge name and Nasdaq symbol.
Under the terms of the agreement, Lightbridge will issue 0.5978 shares of its
common stock for each common share of Corsair stock. Total shares issued by
Lightbridge will be approximately 10.5 million. Following the merger, existing
Corsair stockholders will own approximately 36.5 percent of the combined
company. The transaction is anticipated to close in the first calendar quarter
of 2001, and to be accounted for as a pooling of interest. It is expected that
the transaction will be accretive. The Boards of Directors of both companies
have approved the agreement. The completion of the transaction is subject to
customary closing conditions, including the approval of both companies'
stockholders.
"This merger of two dominant players brings together a premiere portfolio of
customer acquisition and retention products with a successful pre-paid billing
system to create an end-to-end solution for all aspects of customer management,"
said Pamela D.A. Reeve, president and CEO of Lightbridge, Inc. "The combination
also creates tremendous opportunities to leverage the complementary product
offerings, client relationships and distribution channels of both companies.
Lightbridge's strong presence in the United States, coupled with Corsair's
success internationally creates a strong synergy to increase the market
penetration of the combined product portfolio," she said.
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"Lightbridge is an ideal partner for us," said Tom Meyer, president and CEO of
Corsair Communications. "We share a common vision and commitment to developing
and deploying strategic applications that allow carriers to cost effectively
acquire new subscribers, and retain existing ones. Our combined size, resources
and expertise will allow us to better meet the present and future demands of the
global wireless industry," he said.
The merged company will be headquartered in Burlington, Mass. and will retain
Corsair's operations in Palo Alto, Calif. and Irvine, Calif., in addition to
Lightbridge's current locations. Pamela D. A. Reeve, president and CEO of
Lightbridge, will continue as CEO. Tom Meyer, president and CEO of Corsair
Communications, will serve as president and COO of the combined company, and
Harlan Plumley, currently chief financial officer of Lightbridge, will
continue as chief financial officer.
CONFERENCE CALL
The management teams of Corsair Communications and Lightbridge, Inc. will
hold a conference call to discuss the merger today, Oct. 26, at 9:00 a.m.
EST/6:00 a.m. PDT. All interested parties should dial (612) 332-0228 or (651)
224-7582, using passcode "Corsair/Lightbridge." A replay of the conference
call will be available for two weeks by calling (320) 365-3844, using
passcode 546924.
ABOUT CORSAIR COMMUNICATIONS, INC.
Corsair Communications, Inc., headquartered in Palo Alto, Calif., is a leading
provider of real-time business solutions for the global wireless industry. The
product portfolio includes PrePay-TM-, PrePay Open-TM-,PhoneFuel-TM- and
PhonePrint-TM-. PrePay-TM- and PrePay Open-TM-, the company's real-time wireless
billing applications, are now installed in 15 markets and support more than 14
million wireless subscribers. Phone Fuel provides a gateway to m-commerce for
PrePay-TM- and PrePay Open-TM- customers. PhonePrint-TM- is installed in over
180 markets worldwide and has prevented 300M+ fraudulent calls. For more
information visit www.corsair.com.
ABOUT LIGHTBRIDGE, INC.
Lightbridge, Inc. (Nasdaq: LTBG) provides customer relationship management
solutions that enable communications service providers to initiate and
maintain relationships with their subscribers. Clients ranging from large
established carriers to emerging service providers worldwide rely on
Lightbridge's Telesto-Registered Trademark- network of integrated customer
acquisition and risk management solutions to forge enduring customer
relationships. Lightbridge's traditional and Web-based offerings are designed
to facilitate rapid application approval, minimize fraud and expand the
opportunity to retain high-value customers. Carriers also depend on
Lightbridge as a valuable partner, which can leverage its diverse range of
business consulting services to enhance customer profitability and
operational efficiencies. For more information visit www.lightbridge.com.
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FORWARD-LOOKING STATEMENTS
Statements which are not historical facts contained in this release are
forward-looking statements that involve risks and uncertainties. Such statements
include, but are not limited to, statements about the benefits of the merger
between Lightbridge and Corsair, including plans, objectives, expectations,
intentions and other statements that are not historical facts. Such statements
are based upon the current beliefs and expectations of the management of
Lightbridge and Corsair, and are subject to significant risks and uncertainties.
Actual results may differ materially from those set forth in the forward-looking
statements.
The following factors, in addition to the specific uncertainties referenced in
this release, could cause actual events to differ from those set forth in the
forward-looking statements: the ability to realize anticipated cost
efficiencies, the effect of market conditions, the impact of competitive
products and pricing, the need to continue new product development, dependence
on a limited number of customers, the possibility that Lightbridge and Corsair
stockholders will not approve the merger, the risk that the businesses will not
be integrated successfully, the risk that revenue synergies and cost savings
from the merger may not be fully realized or may take longer to realize than
expected, disruption from the merger making it more difficult to maintain
relationships with clients, employees or suppliers, and the risk of new and
changing regulation in the U.S. and internationally. Further information
regarding the factors that could cause actual results to differ from projected
results can be found in Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q of Lightbridge and Corsair filed with the Securities and Exchange
Commission and available at the SEC's internet site http:/www.sec.gov.
Stockholders are urged to read the joint proxy statement/prospectus regarding
the proposed transaction when it becomes available, because it will contain
important information. Stockholders will be able to obtain a free copy of the
joint proxy statement/prospectus, as well as other filings containing
information about Lightbridge and Corsair, without charge at the SEC's internet
site (http://www.sec.gov). Copies of the joint proxy statement/prospectus will
also be available, without charge, by directing a request to Lightbridge, Inc.,
67 South Bedford Street, Burlington, MA 01803, Attention: Investor Relations, or
to Corsair Communications, Inc., 3408 Hillview Avenue, Palo Alto, CA 94304,
Attention: Investor Relations.
Telesto, Lightbridge and the Lightbridge logo are registered trademarks of
Lightbridge, Inc.
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PrePay and PhoneFuel logos are pending registered trademarks of Corsair
Communications.
All other trademarks and registered trademarks are the properties of their
respective owners.
