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Filed by Active Voice, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Active Voice, Inc.
Commission File No.: 0-22804
THE FOLLOWING PRESS RELEASE WAS PUBLISHED ON NOVEMBER 10, 2000
PRESS RELEASE
ACTIVE VOICE CORPORATION TO BE ACQUIRED BY CISCO SYSTEMS
NOVEMBER 10, 2000
(Seattle, Washington, USA-November 10, 2000)-
Active Voice Corporation (NASDAQ:ACVC), a world leader in providing unified
messaging and computer telephony software solutions, today announced that it
has entered into a definitive agreement to be acquired by Cisco Systems, Inc.
The acquisition of Active Voice supports Cisco's vision to deliver unified
communications and a single, end-to-end Internet Protocol (IP) network
combining data, voice, and video for the corporate enterprise.
Under the terms of the agreement, Cisco will pay approximately $266 million
in stock for Active Voice's Unity(TM) operation comprised of IP-based unified
messaging solutions. Cisco will also pay approximately $30 million in stock
for Active Voice's circuit switched PBX voicemail solutions, which will be
sold after the acquisition closes, to a newly formed entity comprised of
former Active Voice employees for $30 million. The purchase price will be
shared by all Active Voice security holders. As of November 9, 2000, there
were approximately 14.8 million shares of Active Voice outstanding on a fully
diluted basis. The acquisition will be accounted for as a purchase and is
expected to be complete in the second quarter of Cisco's fiscal year 2001. In
connection with the acquisition, Cisco expects a one-time charge for purchased
in-process research and development expenses not to exceed $0.02 per share.
The acquisition has been approved by the board of directors of each company
and is subject to various closing conditions including Active Voice
shareholder approval and approval under the Hart Scott Rodino Antitrust
Improvements Act.
The growth of the IP telephony market is accelerating. The acquisition of
Active Voice's Unity operation represents an important step in the advancement
of Cisco's Architecture for Voice, Video, and Integrated Data (AVVID) and
underscores Cisco's commitment to delivering unified communications
capabilities to the enterprise.
"The acquisition of Active Voice represents an exciting opportunity," says
Frank J. Costa, Active Voice's CEO and president. "I congratulate our entire
team on their tremendous accomplishment in delivering a unified messaging
product that will accelerate the adoption of new IP telephony communications
systems, while also supporting our customer's current
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investments with superior circuit switch integration, and dual IP/PBX support."
Active Voice's Unity product offerings complement Cisco's existing IP-based
voice solutions by providing advanced capabilities that enable the unification
of both text and voice. Cisco and Active Voice believe these types of
applications will help continue to drive adoption of IP telephony. The
acquisition of Active Voice's Unity operation brings Cisco a step closer to
delivering unified communications solutions that will help enterprises enhance
employee productivity, lower cost of ownership, and provide better customer
care.
Active Voice's Unity team will be led by Active Voice chief technology officer
and vice president of advanced products, Kevin Chestnut, and will report to
David Kirk, senior vice president, Cisco's Internet Communications Software
Group.
The newly formed entity will continue to operate independently and will sell
and support Active Voice's other product lines including Repartee, PhoneSoft,
Replay, Replay Plus, Lingo, all embedded solutions, and the Pronexus
subsidiary's IVR products.
About Active Voice Corporation
Founded in 1983, Active Voice is a world leader in unified messaging and
computer telephony software solutions. The Seattle-based company has offices
in Australia, Canada, China, France, Germany, Italy, Sweden, The Netherlands,
and the United Kingdom -- with more than 100,000 systems installed in
virtually every kind of business in over 60 countries. Active Voice'
award-winning products are sold through a global network of independent
telecommunications manufacturers, dealers, and computer resellers, as well as
through strategic partnerships with industry leaders. For more information,
visit our Web site at www.activevoice.com.
For more information please contact the following:
Public Relations: Monica Drake, 1-206-441-4700, ext. 1154, [email protected]
Investor Relations: Amy Thomas, 1-206-441-4700, ext. 1197, [email protected]
Web Site: www.activevoice.com.
Brand and product names in this document are trademarks of their respective
owners.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
THE FEDERAL SECURITIES LAWS AND IS SUBJECT TO ITS SAFE HARBORS. THE FORWARD
LOOKING STATEMENTS REFLECT MANAGEMENT'S FORECAST OF CERTAIN ASPECTS OF THE
COMPANY'S FUTURE. THEY ARE BASED ON CURRENT INFORMATION THAT WE HAVE
ASSESSED, BUT WHICH BY ITS NATURE IS DYNAMIC AND SUBJECT TO RAPID AND EVEN
ABRUPT CHANGES. FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO
STATEMENTS REGARDING: (A) THE ESTIMATED COMPLETION OF THE PROPOSED
TRANSACTION AND (B) THE TRANSITION. THE FOLLOWING ARE AMONG THE RISK FACTORS
THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING
STATEMENTS: THE FOLLOWING, WHILE NOT INCLUSIVE, ARE AMONG THE RISK FACTORS
THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING
STATEMENTS: COMPETITIVE PRESSURES FROM NEW ENTRANTS TO THE CTI MARKET,
INCLUDING LARGE SOFTWARE COMPANIES AND TELEPHONE SWITCH MANUFACTURERS WITH
GREATER RESOURCES, THE INTRODUCTION OF NEW PRODUCTS BY
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OUR COMPETITORS, INCREASING PRICE COMPETITION IN THE MARKETPLACE;
UNANTICIPATED DELAYS IN RELEASING NEW PRODUCTS, UNANTICIPATED DELAYS IN NEW
PRODUCT DEVELOPMENT, INCREASES IN RESEARCH AND DEVELOPMENT SPENDING, AND THE
INCREASE IN OUR INTERNATIONAL SALES MAY REQUIRE NOTABLE INCREASES IN
DEVELOPMENT SPENDING ASSOCIATED WITH LOCALIZATION OF PRODUCTS FOR FOREIGN
MARKETS. OTHER POTENTIAL RISKS AND UNCERTAINTIES AND OTHER FACTORS ARE
DISCUSSED IN MORE DEPTH IN ACTIVE VOICE'S FILINGS WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE "SEC"), COPIES OF WHICH MAY BE ACCESSED THROUGH THE
SEC'S WEB SITE AT http://www.sec.gov.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
INVESTORS AND SECURITY HOLDERS OF ACTIVE VOICE ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION
REFERENCED IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION. ACTIVE VOICE INTENDS TO MAIL A PROXY
STATEMENT/PROSPECTUS ABOUT THE TRANSACTION TO ITS SHAREHOLDERS CONTAINING
INFORMATION ABOUT THE MERGER. ACTIVE VOICE WILL BE FILING A PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS CONCERNING THE PROPOSED
MERGER WITH THE SEC. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS. INVESTORS WILL BE ABLE TO
OBTAIN THE DOCUMENTS FREE OF CHARGE AT THE SEC'S WEB SITE, www.sec.gov OR AT
THE SEC'S PUBLIC REFERENCE ROOM AT 450 FIFTH STREET, N.W., WASHINGTON D.C.
20549 OR AT THE SEC'S OTHER PUBLIC REFERENCE ROOMS IN NEW YORK, NEW YORK, AND
CHICAGO, ILLINOIS. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER
INFORMATION ON PUBLIC REFERENCE ROOMS. IN ADDITION, DOCUMENTS FILED WITH THE
SEC BY ACTIVE VOICE MAY ALSO BE OBTAINED FREE OF CHARGE BY CONTACTING ACTIVE
VOICE AND DIRECTING SUCH REQUESTS TO THE INVESTOR RELATIONS DIRECTOR AT THE
ADDRESS LISTED ABOVE.
ACTIVE VOICE AND ITS DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN OTHER EMPLOYEES
MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM ACTIVE
VOICE'S SHAREHOLDERS WITH RESPECT TO THE TRANSACTION CONTEMPLATED BY THE
DEFINITIVE AGREEMENT. INFORMATION REGARDING THE IDENTITY OF THESE PERSONS, AND
THEIR INTERESTS IN THE SOLICITATION, IS SET FORTH IN ACTIVE VOICE'S PROXY
STATEMENT FOR ITS 2000 ANNUAL MEETING OF SHAREHOLDERS AND IS AVAILABLE FREE OF
CHARGE AT THE SEC WEB SITE AND PUBLIC REFERENCE ROOMS AND FROM THE CONTACT
NAMED ABOVE. IN ADDITION, CISCO AND CERTAIN EMPLOYEES OF CISCO, INCLUDING
VICE-PRESIDENTS AMMAR HANAFI, ART RANGEL AND EUGENE LEE, MAY BE DEEMED TO HAVE
PARTICIPATED IN THE SOLICITATION OF PROXIES FROM ACTIVE VOICE'S SHAREHOLDERS IN
FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT. INFORMATION CONCERNING CISCO'S
DIRECTORS AND EXECUTIVE OFFICERS IS SET FORTH IN CISCO'S PROXY STATEMENT FOR
ITS 2000 ANNUAL MEETING OF SHAREHOLDERS.
