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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 2, 1998
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Wang Laboratories, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-5677 04-2192707
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(Commission File Number) (IRS Employer Identification No.)
600 Technology Park Drive, Billerica, Massachusetts 01821
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (978) 967-5000
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ITEM 5. OTHER EVENTS.
On March 2, 1998 Wang Laboratories, Inc. ("Wang") announced that Wang
will be combined with Olsy, the wholly-owned information technology solutions
and service subsidiary of Olivetti S.p.A. in a transaction having a value of
approximately $390 million.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits
Item Description
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99. Press release announcing the transaction regarding
Olsy S.p.A.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WANG LABORATORIES, INC.
Dated: March 5, 1998 By: /s/ Albert A. Notini
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Albert A. Notini,
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99. Press release announcing the transaction regarding Olsy S.p.A.
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Exhibit 99
Contacts: Lucy Flynn, Wang Vittorio Meloni
(978) 967-6440 Olivetti
[email protected] 39 12.552.2639
Luca de Giovanni
Barabino & Partners
39 2.72.02.35.35
WANG AND OLIVETTI TO CREATE A $3.6 BILLION GLOBAL NETWORK
SOLUTIONS AND SERVICES BUSINESS
BILLERICA, MASS. AND MILAN, ITALY-- (March 2, 1998) -- Wang (NASDAQ: WANG)
and Olivetti S.p.A. (listed on the Milan Exchange) announced today that they
have signed an agreement under which Olsy, the wholly-owned information
technology (IT) solutions and service subsidiary of Olivetti, will be combined
with Wang through a transaction valued at approximately 700 billion lire ($390
million).
The combination will result in the attainment of major strategic goals by
both companies. Wang will expand its presence in key European and Asian markets
through the addition of Olsy's strong local operations. The Olivetti Group will
achieve its previously announced objective of obtaining a significant partner
for Olsy. Olivetti will retain an interest in network solutions and services and
become Wang's largest shareholder at 18.6% following the issuance of shares in
connection with the transaction.
The merger of the two businesses' operations and expertise around the world
will result in a new company, Wang Global, capable of providing clients with
global IT solutions and services. In connection with the transaction Wang will
begin doing business as Wang Global, worldwide, except in Italy, Japan and
Brazil where it will operate under the name of Olivetti Wang Global.
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Under the agreement, expected to close before the end of March 1998, Wang
will buy from Olivetti 100 percent of the Olsy Group, in exchange for:
- 8,750,000 common stock equivalents ($27.875 per share at closing on
February 27, 1998);
- 5,000,000 stock appreciation rights (SARs), with a minimum value of 35
billion lire. The SARs give Olivetti value for the increase in the
market price above $30 per share at any time from March 2001 to March
2005;
- cash of 123 billion lire ($70 million) payable at closing, subject to
adjustment based on the consolidated net equity of Olsy as of the
closing date;
- an additional amount (an "earnout") of up to 100 billion lire ($56
million) payable in the year 2000, subject to Wang Global's exceeding
certain growth targets;
- two directors nominated by Olivetti elected to the Wang board of
directors.
The shares and SARs, after issuance to Olivetti as part of the transaction,
are subject to a three-year lock-up.
The combined business, with over $3.6 billion in annual revenues, will be
one of the world's largest providers of network solutions and desktop IT
services, with over 20,000 employees around the world. The deal is expected to
close by the end of March 1998, subject to approval by regulatory agencies.
After the agreement, all the activities of the Olivetti Group in the IT
solutions and services sector will be carried out through the new combined
entity. The sole exceptions to this are the operations of OIS, a systems and
services company active in certain areas of the Public Administration Sector in
Italy, and Olivetti Sanita, which is active in the healthcare market.
Under the agreement, Wang will also acquire a 19.9 percent stake in Olivetti
Ricerca, the Italian consortium supplying R&D services to both the IT and
telecom sectors. Olivetti Ricerca will be the R&D center of the new combined
entity, supporting solutions development.
The overall transaction (excluding the earnout and including the
Olsy Group results from January 1, 1998 to the closing) will generate a
marginally positive impact on the 1998 Olivetti Group consolidated
profit & loss account. The Olivetti Group's net consolidated financial
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indebtedness at closing is expected to decrease by approximately 150
billion lire, being the aggregate of the cash consideration from Wang
and the expected Olsy Group net financial indebtedness.
Commenting on the agreement, Roberto Colaninno, CEO of Olivetti, said, "We
can be certain that through Olsy we are making a major contribution to the
development of the IT solutions and services industry. This transaction gives a
new worldwide perspective and capitalizes on know-how, customer base and
expertise developed over decades of activity in the business."
Joseph Tucci, Wang chairman and CEO, said, "Our ability to provide our
customers leading networked technology services and solutions will be greatly
enhanced by this combination. By leveraging already strong partnerships with
industry leaders such as Microsoft and Cisco we will be able to deliver
best-of-breed solutions to our customers in all of the major markets in the
world. Our highly skilled employees and sophisticated technology-based delivery
systems will allow us to provide customers in new markets the level of IT
service they critically need."
Wang is also negotiating with its bank group to expand committed lines of
credit from $225 million to approximately $500 million in order to support the
development of the combined company.
The agreement creates an IT services company that clearly ranks among the
leaders in desktop services in Europe and in the world. The combined company
will implement its networked technology solutions and life cycle services
strategy on a global scale, leveraging the long-term business relationships of
both Wang and Olsy, including Olsy's customers in banking and other vertical
segments. Customers will also benefit from the combined organization's
relationships with major software and hardware providers, including present
strategic partners Microsoft and Cisco Systems.
The combined company will bring additional Microsoft skills into the
European market. As a global Microsoft partner, the company will accelerate the
training of Microsoft Certified Solutions Engineers (MCSEs) and Microsoft
Certified Solutions Developers (MCSDs). The new
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company also will have a total of twelve Microsoft Authorized Support Centers
(ASCs) and plans to expand its Authorized Training and Education Centers (ATECs)
throughout the world.
Steve Ballmer, executive vice president, Sales and Support Worldwide
Business Strategy Group, Microsoft Corporation, stated, "We are pleased to see
the combination of two valued Microsoft partners creating an expanded global
service and support organization committed to the Microsoft Enterprise platform.
Together they will be an invaluable resource to large customers that need to
plan, build and manage mission-critical systems."
The combined company presently employs over 30 Cisco Certified
Internetworking Engineers (CCIEs) throughout the world. Additional professionals
now in training are expected to increase the number of CCIEs to a target of over
170 by the end of 1999. The company also has six Cisco technical assistance
centers (TACs) in Europe. Its five Gold and two Silver Cisco Partnerships place
it among Cisco's top gold/silver partners in Europe.
James Richardson, senior vice president, Cisco Systems EMEA, noted, "The
merger between Olsy and Wang creates a global company focused on network
solutions and services. Cisco has existing partnerships with both these
companies, and believes the merger to be in the best interests of our shared
customers -- in the global village, you need a global integrator."
ABOUT OLIVETTI
The Olivetti Group is an industrial and financial holding with
subsidiaries and affiliates around the world operating in two sectors:
telecommunications and information technology. The Group's 1997 consolidated
revenues were approximately 6,588 billion lire. The Group has approximately
23,000 employees (excluding OmniTel), half of whom work in Italy. Information
about Olivetti and its companies can be found on the World Wide Web at
www.olivetti.com.
ABOUT OLSY
Olsy is the Olivetti Group company specializing in IT solutions and
services. Olsy contributes more than 60 percent of the total group turnover.
Olsy develops, implements and manages IT solutions for large public and private
corporate customers, mainly in banking, the public authorities and utilities
sector, and retail. The company provides a broad range of services
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under three major offers: OliPRO (application development and systems
integration); OliNET (network integration and management services); and
OliSERVICE (distributed IT management services) to a worldwide customer
portfolio. More than 12,000 professionals work in Olsy operations in more than
40 countries. Information about Olsy and its services can be found on the World
Wide Web at www.olsy.com.
ABOUT WANG
Headquartered in Billerica, Massachusetts, Wang is a leading global
network and desktop integration and services company. With annual revenues of
approximately $1.3 billion, Wang provides a comprehensive range of information
technology services for today's network-centric business environment. Services
include systems architecture, design and installation, warranty, help desk,
maintenance and software support, and management of LANs and WANs. Employing
over 9,000 people and having subsidiaries and affiliates in approximately 130
countries, Wang designs, installs, operates and maintains global computing and
telecommunications networks for some of the world's largest multinational
companies as well as defense and civilian government agencies. Information about
Wang and its services can be found on the World Wide Web at www.wang.com.
# # #
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE A
NUMBER OF RISKS AND UNCERTAINTIES. AMONG THE IMPORTANT FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING
STATEMENTS ARE CHANGES IN THE MIX OF THE COMPANY'S SERVICES BUSINESS,
COMPETITIVE PRESSURES, GENERAL ECONOMIC CONDITIONS AND THE RISK FACTORS DETAILED
IN THE COMPANY'S PERIODIC REPORTS AND REGISTRATION STATEMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.
