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EXHIBIT (d)(13)
FOR IMMEDIATE RELEASE
AGILENT COMPLETES TENDER OFFER FOR SHARES OF
OBJECTIVE SYSTEMS INTEGRATORS, INC.
PALO ALTO, Calif., and FOLSOM, Calif., Jan. 5, 2001 - Agilent Technologies
Inc.(NYSE: A), a leading provider of innovative technologies for communications
and life sciences, today announced the successful completion of the tender offer
by Tahoe Acquisition Corp. to acquire the common stock, par value $.001 per
share, of Objective Systems Integrators, Inc. (OSI) (NASDAQ: OSII) at $17.75 net
per share in cash. OSI is a leading provider of next-generation operations-
support-system (OSS) software for communications service providers.
Tahoe Acquisition Corp. has accepted for purchase 37,572,548 shares of OSI
common stock, including approximately 1,050,844 shares tendered pursuant to
Notices of Guaranteed Delivery, representing approximately 97% of the issued and
outstanding OSI shares, which shares were validly tendered and not withdrawn
prior to the expiration of the tender offer at 12:00 midnight, New York City
time, on Thursday, January 4, 2001.
Pursuant to the terms of the merger agreement between Agilent, Tahoe
Acquisition Corp. and OSI, Tahoe Acquisition Corp. intends to acquire the
remaining OSI shares that Tahoe Acquistion Corp. does not already own through a
merger between Tahoe Acquisition Corp. and OSI to be effective today at the same
$17.75 per share price as offered in the tender offer.
OSI, headquartered in Folsom, Calif., with more than 400 employees
worldwide and an installed base of over 120 customers, designs, develops and
markets OSS software that integrates and manages the provision of communications
services in today's large-scale, multi-vendor network environments.
The acquisition of OSI is expected to enhance Agilent's solution portfolio
with key technologies and industry-leading expertise, and will augment its
already broad worldwide customer base and industry presence. With the OSI
acquisition Agilent will be able to immediately meet the needs of service
providers deploying 3G wireless, optical, broadband Internet Protocol (IP) and
voice-over-packet networks and services.
In the OSS market, Agilent is the market leader in Signaling System 7 (SS7)
management. SS7 is the protocol that enables end-to-end communications
services. Agilent also provides leading-edge Internet service-level agreement
(SLA), eCommerce management software and optical-network management solutions.
Agilent has OSS systems installed with most of the world's largest service
providers.
About OSI
OSI (www.osi.com) is a leading provider of advanced software solutions that
enable rapid time-to-market for eBusiness and communications providers worldwide
to deliver dynamic, superior services. OSI has headquarters in Folsom,
California, with offices worldwide.
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About Agilent Technologies
Agilent Technologies Inc. (NYSE: A) is a diversified technology company
with approximately 47,000 employees serving customers in more than 120
countries. Agilent is a global leader in designing and manufacturing test,
measurement and monitoring instruments, systems and solutions, and semiconductor
and optical components. In fiscal year 2000, Agilent had net revenue of $10.8
billion. The company serves markets that include communications, electronics,
life sciences and healthcare.
Information about Agilent Technologies can be found on the Web at
www.agilent.com.
This news release contains forward-looking statements, including without
limitation statements relating to anticipated enhancements to Agilent's solution
portfolio and potential expansion of industry presence, that involve risks and
uncertainties that could cause results of Agilent Technologies to differ
materially from management's current expectations. These risks are detailed in
Agilent's Annual Report on Form 10-K for the year ended October 31, 1999, and
its Quarterly Report on Form 10-Q for the quarter ended July 31, 2000, as filed
with the Securities and Exchange Commission.
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