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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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HELLO DIRECT, INC.
(Name of Subject Company)
HELLO DIRECT, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(And Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
423402106
(CUSIP Number of Class of Securities)
E. ALEXANDER GLOVER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HELLO DIRECT, INC.
5893 RUE FERRARI
SAN JOSE, CALIFORNIA 95138
(408) 972-1990
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person Filing Statement)
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With Copies To:
Dean Witter III Gregory C. Smith, Esq.
Chief Financial Officer & Secretary Skadden, Arps, Slate, Meagher & Flom LLP
Hello Direct, Inc. 525 University Ave. Ste 220
5893 Rue Ferrari Palo Alto, CA 94301
San Jose, California 95138 (650) 470-4500
(408) 363-6158
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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CONTACT:
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Hello Direct: GN Netcom, Inc.: Financial Relations Board:
Kip Witter Dean Kacos Christina Carrabino (general info)
Chief Financial Officer Chief Financial Officer James Hoyne (analyst contact)
(408) 363-6158 (603) 594-4763 (415) 986-1591
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GN NETCOM SIGNS AGREEMENT TO ACQUIRE HELLO DIRECT
Copenhagen, Denmark--October 4, 2000--GN Netcom, a leader in hands-free
communications technologies with headquarters in Copenhagen, Denmark, announced
today it has entered into a definitive merger agreement to acquire Hello Direct,
Inc. (Nasdaq: HELO), a leading developer and business-to-business direct
marketer of desktop telephony and equipment interface products. GN Netcom is a
wholly owned subsidiary of GN Great Nordic Ltd.
Under the terms of the agreement, GN Netcom will acquire all outstanding shares
of Hello Direct common stock for $16.40(USD) per share. GN Great Nordic (through
a wholly-owned subsidiary of GN Netcom) will begin a tender offer on or about
October 11, 2000, to purchase all outstanding common stock of Hello Direct at
$16.40(USD) per share, net to the seller in cash (excluding any taxes). Hello
Direct's board of directors has unanimously agreed to recommend that its
stockholders accept the offer and tender their shares. The tender offer is
scheduled to close on or about November 8, 2000, but may be extended by GN Great
Nordic under certain circumstances.
The consummation of the tender offer is conditioned, among other things, on
shares representing at least the majority of all outstanding Hello Direct shares
on a fully diluted basis having been properly tendered to GN Great Nordic in the
tender offer. Once the tender offer is completed, the GN Great Nordic subsidiary
will be merged into Hello Direct and all remaining shares not tendered in the
tender offer will be converted into the right to receive an amount in cash per
share equal to the price paid in the tender offer, without interest thereon.
Hello Direct will operate as a strategic business unit of GN Netcom. A meeting
of Hello Direct stockholders to approve the merger will be held only if GN Great
Nordic holds fewer than 90 percent of the outstanding shares after completion of
the tender offer. The transaction is subject to other customary conditions,
including receipt of regulatory approvals.
Founded in 1987 and headquartered in San Jose, California, Hello Direct is a
leading developer and business-to-business direct marketer of desktop telephony
solutions, including headsets, audio and video conferencing equipment, wireless
and related equipment interface solutions. Hello Direct's sales are primarily in
North America, where its products are marketed through three main channels: its
well-respected desktop telephony-based catalogs; a rapidly growing outbound
telemarketing group; and an award-winning Internet web site, a leading online
source for telecommunications information, products and services.
Through this acquisition, GN Netcom will play a pivotal role in the continued
growth of Hello Direct by providing capital and strong global distribution
channels, as well as enabling the transference of technology. Hello Direct will
also benefit from GN Netcom's existing international marketing and sales
infrastructure, and gain access to other GN Netcom resources. This acquisition
allows the merged companies to more aggressively pursue their growth
initiatives: accelerating e-commerce development, intensifying technology and
product development, and accelerating international expansion.
About GN Netcom
GN Netcom is a world leader in hands-free communications technologies.
Specializing in the design and manufacture of high-quality telephone headsets,
voice input devices,
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remote voice pickup, and related products, the Company
offers a broad product line that defines the state-of- the-art for both
traditional corded and wireless solutions. By working in close partnership with
customers, GN Netcom has become a leading provider of hands-free solutions to
the call center, general office, mobile and PC applications markets in North
America, Europe, and Asia-Pacific. GN Netcom has production facilities in the
United States and Europe, and cooperates with distributors in more than 60
countries around the world. In August 2000, GN Netcom acquired San Diego-based
JABRA Corporation, the leading and fastest-growing supplier of advanced hands-
free headset/earset products for cellular, desktop and computer applications in
the United States.
GN Netcom is part of GN Great Nordic, a Danish based group of companies in the
technology sector. The GN Great Nordic Group is traded on the Copenhagen Stock
Exchange (Reuters: GNTC.CO; Bloomberg: TELN DC) and the London Stock Exchange.
About Hello Direct
Hello Direct, Inc. (Nasdaq: HELO) is a leading developer and business to
business direct marketer of desktop telephony and equipment interface solutions,
including headsets, teleconferencing, wireless, and related desktop products.
Through a combination of distinctive catalogs, outbound telemarketing, and
Internet sales channels, the company offers a broad selection of commercial
grade solutions to its customers' evolving communications needs. For more
information on Hello Direct, Inc., please visit www.hellodirect.com, the leading
online source of telecommunications information, products, and services.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of the company. At the time the offer is commenced, GN Great
Nordic Ltd. and GN Acquisition Corporation will file a tender offer statement
with the U.S. Securities and Exchange Commission and Hello Direct will file a
solicitation/recommendation statement with respect to the offer. The tender
offer statement (including an offer to purchase, a related letter of transmittal
and other offer documents) and the solicitation/recommendation statement will
contain important information, which should be read carefully before any
decision is made with respect to the offer. The offer to purchase, the related
letter of transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, will be made available to all
shareholders of the company at no expense to them. The tender offer statement
(including the offer to purchase, the related letter of transmittal and all
other offer documents filed with the Commission) and the
solicitation/recommendation statement will also be available for free at the
Commission's website at www.sec.gov.
Except for the historical information contained herein, the matters discussed in
this press release may constitute forward-looking statements that involve risks
and uncertainties that could cause actual results to differ materially from
those projected. Neither GN Netcom nor Hello Direct assumes any obligation to
update information contained in this press release.
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