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Filed by Sun Microsystems, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Cobalt Networks, Inc.
Commission File No.: 0-24360
SUN/COBALT FINANCIAL ANALYST CALL SCRIPT SEPTEMBER 19, 2000, 9 a.m. PST
MARK Good afternoon!. Thank you for joining the Sun Microsystems financial
analyst conference call. I am Mark Paisley, Sun's Director of Investor
Relations. With me today is Ed Zander, President and Chief Operating officer of
Sun Microsystems, Stephen DeWitt President and CEO of Cobalt Networks, Mike
Lehman, Executive Vice President of Corporate Resources and CFO, John McFarlane,
Executive Vice President of the Network Service Provider Group, and Johnathan
Schwartz, Senior Vice President of Corporate Strategy and Planning. The purpose
of today's call is to give you a chance to ask any follow up questions you might
have based on the conference call we just completed regarding our acquisition of
Cobalt Networks. We are assuming you all were able to listen to that call and
will not be repeating the majority of the prepared remarks.
Mike Lehman will open with a few prepared remarks, with the balance of the call
devoted to the Q&A session. The call is scheduled to last about 30 - 45 minutes.
During this conference call we will make projections or other forward-looking
statements, regarding future results or the future financial performance of the
Company. Such statements are just predictions and involve risks and
uncertainties such that actual results may differ materially. I'd like to refer
you to Sun's periodic reports that are filed from time to time with the
Securities and exchange Commission (including the Company's form 10-K for the
fiscal year ended June 30, 1999 and Forms 10-Q for the fiscal quarters ended,
September 26, 1999, December 26, 1999 and March 26, 2000). These documents
contain and identify important factors that could cause the actual results to
differ materially from those contained in our projections or forward-looking
statements.
So, with that preamble behind us, I will turn it over to Mike.
MIKE Thanks, Mark.
For several quarters we have been very clear in stating that we intend to invest
aggressively to continue to build market share and the right portfolio of
intellectual property, products and services. The acquisition of Cobalt is an
outstanding opportunity to do just that.
We are acquiring a leader in a very high growth arena that is a logical
extension of our core business.
Let me now tell you a little bit about the agreement, Sun common stock worth an
aggregate value of approximately $2.0 billion will be exchanged for all the
outstanding shares and options of Cobalt's. This acquisition will be accounted
for as a purchase and is expected to be completed during Sun's second quarter of
fiscal 2001, which ends December 31, 2000.
In connection with the acquisition, Sun expects a one-time pre-tax charge of
approximately $70 million dollars for purchased in-process research and
development expenses as required by generally accepted accounting principles in
the period the transaction closes. Additionally, Sun will record intangible
assets including developed technology and goodwill of approximately $1.8 billion
dollars. For financial reporting purposes, these assets will have a life of
between two and five years.
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We estimate that the transaction will be accretive to operating EBITDA or
earnings before interest, taxes, depreciation and amortization, gains on sale of
investments and in process research and development charges for the second half
of this fiscal year.
On an earnings per share basis (EPS), because of the amortization charges for
intangible assets over very short lives, we currently anticipate that the
transaction will be dilutive by approximately $.15-$.20 in the second half of
this fiscal year (including IPRD charges) and by approximately $.20 in fiscal
2002.
I would now like to take a few moments to talk to you about operating EBITDA. As
all of you know, there are many companies out there with varying financial
metrics that attempt to focus on the operating performance of their businesses.
We believe that operating EBITDA, as we have defined it, is a useful metric to
understand and measure the performance of our business over the long run.
Shortly you will see this metric discussed in our fiscal year 2000 annual
report. Additionally, we have made available on our investor relations web site
10 years of operating EBITDA information and will discuss this metric with you
during our quarterly earnings conference calls. We will of course continue to
provide GAAP based net income and EPS information.
With that I'll turn it back over to Mark.
Mark Thanks Mike. Now let's take your questions. Operator, can you please begin
the polling?
[remember to say "Next question please"]
CONCLUSION
Mark Thank you for joining us today. As always, Mike Lehman, George Reyes and I
will be back in our offices shortly to respond to any further questions. Mike's
number is 408-517-5633, George's number is 650-336-0523 and mine is
650-336-2238.
Finally, we are again providing the "PostView" service. If you joined us late,
or wish to hear any part of the conference call again, you can call the Postview
service any time after 12:30 today, Pacific time, to hear a recording of this
conference call. The phone number for Postview is (800) 475-6701 or (320)
365-3844 and you must enter the conference reservation number "539687" on your
touch tone telephone. Thanks for taking the time to join us this morning.
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Additional Information: Sun plans to file a Registration Statement on SEC Form
S-4 in connection with the merger and Cobalt 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 Sun, Cobalt, 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, Sun and Cobalt 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 Sun and Cobalt 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 1-800-SEC-0330 for further information on public reference rooms.
Sun's and Cobalt' filings with the Commission also are available to the public
from commercial document-retrieval services and at the web site maintained by
the Commission at http//www.sec.gov. Cobalt, its directors, executive officers
and certain members of management and employees may be soliciting proxies
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from Cobalt stockholders in favor of the adoption of the merger agreement. A
description of any interests that Cobalt's directors and executive officers have
in the merger will be available in the Proxy Statement/Prospectus.
