SONUS NETWORKS INC
8-K, EX-99.1, 2000-11-17
COMPUTER INTEGRATED SYSTEMS DESIGN
Previous: SONUS NETWORKS INC, 8-K, EX-2.2, 2000-11-17
Next: RADVISION LTD, 6-K, 2000-11-17



<PAGE>


                                                                   Exhibit 99.1


For more information, please contact:
Beth Morrissey                               Stephen J. Nill
Sonus Networks                               Sonus Networks
978-589-8579                                 978-392-8277
[email protected]                      [email protected]



                 SONUS NETWORKS TO ACQUIRE TELECOM TECHNOLOGIES
      STRATEGIC ACQUISITION BROADENS SONUS' PORTFOLIO OF VOICE SOLUTIONS;
                  BOLSTERS SONUS' COMPREHENSIVE ACCESS STRATEGY

WESTFORD, MASS., NOVEMBER 2, 2000 - Sonus Networks (Nasdaq: SONS), a leading
provider of voice infrastructure solutions for the new public network, today
announced a definitive agreement to acquire privately-held telecom technologies,
inc. based in Richardson, Texas. telecom technologies is a leading developer of
next-generation softswitch solutions. Softswitches provide the network
intelligence to next-generation networks, which enable service providers to
offer new and innovative voice and data services and to dramatically reduce
their costs. Sonus will acquire telecom technologies in a stock-for-stock
transaction in which Sonus will issue 10.8 million shares of stock, plus an
additional 4.2 million shares if telecom technologies achieves certain business
objectives.

"The market for next-generation voice infrastructure solutions is developing
rapidly and represents a huge opportunity," said Hassan Ahmed, president and
CEO, Sonus Networks. "Sonus has gained an important first mover advantage and
our acquisition of telecom technologies and its industry-leading solutions will
extend our leadership position in this market. We believe telecom technologies'
softswitch technology is highly complementary with Sonus' softswitch
capabilities, enabling us to offer to our customers the industry's broadest
range of features and functionality."

Sonus has distinguished itself in the industry with the most scalable and
highest performing next-generation switching and softswitch platforms,
supporting the full range of voice applications including trunking, access and
Internet offload. telecom technologies' focus on multivendor softswitch services
and media gateway interoperability extends Sonus' product portfolio,
particularly in the access market. This acquisition furthers Sonus' drive to
provide all of the network intelligence that service providers require to
successfully deploy end-to-end, heterogeneous, next-generation voice networks.

telecom technologies brings to Sonus a unique combination of softswitch
technology, a highly successful partner program and interoperability lab, a
range of engineering services, and a talented team of networking professionals.
telecom technologies' INtelligentIP softswitch is a standards-compliant platform
that supports a wide range of media gateways and access devices, as well as an
array of leading-edge applications delivered through telecom technologies' INIP
Powered-SM- Partner

<PAGE>


                                      -2-


Program. The INIP Powered Partner Program, which complements Sonus' Open
Services Partner Alliance, promotes standards-based interoperability between
dozens of application, softswitch and hardware vendors and will remain an
important part of the combined companies' approach to serving customer needs.
Rounding out its capabilities, telecom technologies' professional engineering
services bring additional experience in the design and deployment of intelligent
converged networks.

With approximately 200 employees, about two-thirds of whom are engineers,
telecom technologies provides Sonus with a strong team of engineering and
product development talent focused on advanced software solutions for the voice
market. Additionally, Sonus will be able to leverage telecom technologies'
presence in Richardson's Telecom Corridor-Registered Trademark- to further
expand its engineering capability. "We're extremely excited to add this talented
group of networking professionals to the Sonus team," continued Ahmed.

"telecom technologies was founded in 1993 with the vision to build a flexible
and creative environment for the development of software expertise and solutions
for the telecom industry," said Anousheh Ansari, founder and CEO, telecom
technologies. "We are delighted to be joining forces with Sonus. We believe this
is the ideal partnership to leverage the success that we have achieved. Together
we offer our customers an unbeatable platform upon which to deliver high
value-add services."

The transaction will be accounted for as a purchase and is expected to be
completed in the first quarter of Sonus' fiscal year 2001. Sonus will issue 10.8
million Sonus common shares at closing. Up to an additional 4.2 million Sonus
common shares will be issued from time to time through the end of fiscal year
2002 if telecom technologies fulfills certain business objectives during that
period. An additional 3.0 million restricted Sonus common shares will be granted
to employees upon the completion of the acquisition and will be subject to
achievement of certain milestones and employment conditions over the next two
years. The purchase is expected to result in a one-time charge currently
estimated to be in the range of $30 to $50 million 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 has been approved
by the Board of Directors of each company and is subject to customary regulatory
approvals.

Upon completion of the acquisition, telecom technologies will become a division
of Sonus Networks and remain in Richardson, Texas. Anousheh Ansari, telecom
technologies' founder and CEO, will become general manager and vice president of
this Sonus division, and will report to Hassan Ahmed, Sonus' president and CEO.
In addition, all telecom technologies employees will become employees of Sonus
Networks.

Sonus will conduct a conference call to discuss this acquisition on Thursday,
November 2, 2000 at 5:45 p.m. eastern standard time. Details of that call will
be provided in a separate media advisory issued today.

<PAGE>


                                      -3-


ABOUT TELECOM TECHNOLOGIES, INC.

telecom technologies, INC., is a leading supplier of next-generation softswitch
solutions that enable service providers to enhance system performance, lower
operating costs and furnish new revenue opportunities. By allowing for seamless
integration between existing legacy networks and application-centric,
next-generation networks via the INtelligentIP softswitch as well as industry
interoperability via the INIP Powered-SM- Program (www.inippowered.com), telecom
technologies has been an important participant in platforms providing customers
with fully integrated, end-to-end multi-service technology solutions.

Headquartered in the Telecom Corridor-Registered Trademark- in Richardson,
Texas, telecom technologies is accessible via the Internet at
www.telecomtechnologies.com or by phone at 972-301-4900 or 1-888-FONE-TTI.

ABOUT SONUS NETWORKS

Sonus Networks, Inc. is a leading provider of voice infrastructure products for
the new public network. Sonus' solutions enable service providers to deploy an
integrated network capable of carrying both voice and data traffic, and to
deliver a range of innovative, new services. The Sonus Open Services
Architecture (OSA) and award-winning Packet Telephony suite cut the
time-to-market for competitive new service products, allowing carriers and
third-party developers to expand marketshare and build important new revenue
streams. Its highly scalable products fully interoperate with and extend the
life and utility of today's public network. Sonus embodies in its management and
staff decades of experience in developing carrier-class voice, data and
multimedia solutions for implementation in the world's largest networks. Sonus,
founded in 1997, is headquartered in Westford, Massachusetts. Additional
information on Sonus is available at http://www.sonusnet.com

This release may contain projections or other forward-looking statements
regarding future events or the future financial performance of Sonus that
involve risks and uncertainties. Readers are cautioned that these
forward-looking statements are only predictions and may differ materially from
actual future events or results. Readers are referred to Sonus' Quarterly Report
on Form 10-Q for the quarter ended September 30, 2000, filed with the SEC, which
identifies important risk factors that could cause actual results to differ from
those contained in the forward-looking statements. These risk factors include,
among others, the Company's ability to grow its customer base, dependence on new
product offerings, market acceptance of our products, rapid technological and
market change and manufacturing and sourcing risks.

Open Services Partner Alliance and Open Services Architecture are trademarks of
Sonus Networks. All other company and product names may be trademarks of the
respective companies with which they are associated.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission