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Filed by Clarent Corporation
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: ACT Networks, Inc.
Commission File No. 0-25740
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Contacts:
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Amy Wright Birgit Riepe
Clarent Corporation Blanc & Otus Public Relations
(650) 481-1743 (773) 394-0370
[email protected] [email protected]
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Eileen J. Morcos
Hill and Knowlton Investor Relations
Phone: (323) 966-5748
[email protected]
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Clarent Corporation Completes Acquisition of ACT Networks
Union Enhances Clarent's Technology Base, Distribution Channels and Worldwide
Revenue Opportunities
REDWOOD CITY, California, August 10, 2000 -- Clarent(TM) Corporation (Nasdaq:
CLRN), a worldwide leader in providing carrier-grade, phone-to-phone Internet
Protocol (IP) telephony solutions announced today the completion of its
acquisition of ACT Networks of Calabasas, California, in a transaction valued at
approximately $142 million. Clarent will issue 4,430,356 shares of Clarent stock
to ACT Networks' stockholders in exchange for all outstanding ACT Networks
common stock. Clarent will also assume outstanding options to purchase ACT
common stock having an estimated value of $26 million.
-more-
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The ACT Networks acquisition further strengthens Clarent's leadership
position in providing end-to-end intelligent, software-driven communications
solutions for next-generation IP networks. The integration of ACT Networks'
products, including a comprehensive family of voice and data access equipment
with fully integrated command and control software, enables service providers
and enterprise customers to build scalable, cost-effective, and easy to manage
IP telephony networks.
In addition to these integrated access devices (IADs), ACT Networks brings
to Clarent a significant installed base of service provider, enterprise and OEM
customers, including IDT, Impsat, Lucent Technologies and Marconi
Communications. ACT's worldwide distribution channel and its superior team of
packet telephony engineers in the US and Canada are also considered major assets
that will contribute to the development of Clarent's future business.
"We are proud to welcome the ACT Networks team to the Clarent family. Our
new ACT Networks employees are incredibly talented and experienced, and will be
a tremendous asset to Clarent," said Clarent's CEO and President, Jerry Chang.
"The expanded Clarent product line provides the robust, flexible, intelligent
software-driven platform for next-generation communications networks. Our
customers around the globe can immediately implement our products and services
to roll out new features to rapidly expand their revenue opportunities."
"We are excited to be part of the Clarent family," said Andre de Fusco,
former president and CEO of ACT Networks, and now President of Clarent's ACT
Networks Division. "ACT Networks is a pioneer of packet voice technology and
multiservice network access systems. We believe that the integration of our
products with Clarent's suite of command and control software will bridge the
chasm between in-place legacy networks and the next generation of IP-based
integrated services. Our objective is to enable service providers to deploy
cost-effective, scalable end-to-end IP communications networks. The Clarent
solution is currently the state-of-the-art of this technology."
ACT Networks is now a wholly owned subsidiary of Clarent and is located in
Calabasas, CA.
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Additional Information and Where to Find It
Clarent filed a Registration Statement on SEC Form S-4 in connection with
the merger, and Clarent and ACT Networks mailed a Proxy Statement/Prospectus to
stockholders of ACT Networks containing information about the merger. Investors
and security holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully. The Registration Statement and the Proxy
Statement/Prospectus contain important information about Clarent, ACT Networks,
the merger and related matters. Investors and security holders may obtain free
copies of these documents through the website maintained by the U.S. Securities
and Exchange Commission at http://www.sec.gov. Free copies of the Proxy
Statement/Prospectus and these other documents may also be obtained from Clarent
by mail to Clarent Corporation, 700 Chesapeake Drive, Redwood City, California,
94063, Attention: Investor Relations, telephone: (650) 817-3999.
In addition to the Registration Statement and the Proxy
Statement/Prospectus, Clarent and ACt Networks 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 or other
information filed by Clarent or ACT Networks at the SEC public reference rooms
at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of 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 the public
reference rooms. Clarent's and CT Networks' filings with the Commission are also
available to the public from commercial document-retrieval services and at the
web site maintained by the Commission at http://www.sec.gov.
Forward Looking Language
This news release contains forward-looking statements that involve risks
and uncertainties that could cause actual results or outcomes to differ
materially from those contemplated by the forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited
to, risks relating to losses of key personnel or inability to introduce new
products. In addition, statements in this press release relating to the
expected
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benefits of the contemplated acquisition (including revenue opportunities) are
subject to risks relating to the timing and successful completion of technology
and product development efforts, integration of the development activities
between the companies, unanticipated expenditures, changing relationships with
customers, suppliers and strategic partners and other factors described in the
most recent periodic reports filed by Clarent with the SEC.
About Clarent Corporation
Clarent Corporation (NASDAQ: CLRN) is the world leader* in providing
intelligent, software-driven products for new generation, IP-based
communications networks. Clarent solutions enable interconnection among
communications service providers' disparate networks and foster the creation of
global footprints for more than 260 telecom service providers worldwide,
including AT&T, NTT and China Telecom. Clarent's software platform encourages
innovation by allowing carriers to develop a variety of new features for
consumers and enterprises. Founded in 1996, Clarent is headquartered in Redwood
City, Calif. and has offices in Asia, Europe, Latin America and North America.
To learn more about Clarent, visit its Web site at www.clarent.com.
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Clarent is a registered trademark of Clarent Corporation in the United States
and other jurisdictions. All other company or product names mentioned may be
trademarks or registered trademarks of the respective companies with which they
are associated.
*More minutes travel across Clarent-enabled networks worldwide than those of any
other equipment supplier. "IP Telephony Clearinghouses - A New Business Model",
November 1999, iLocus, a division of Cape Saffron Ltd., a research group
focused on the IP telephony industry, http://www.ilocus.com.
