- Written communication by the subject company relating to a third party tender offer (SC14D9C)
15 May 2009 - 6:21AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
CATAPULT COMMUNICATIONS CORPORATION
(Name of Subject Company)
CATAPULT COMMUNICATIONS CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
149016107
(CUSIP Number of Class of Securities)
Richard A. Karp
Chief Executive Officer and
Chairman of the Board of Directors
Catapult Communications Corporation
160 South Whisman Road
Mountain View, California 94041
(650) 960-1025
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Henry P. Massey, Jr., Esq.
Robert T. Ishii, Esq.
Wilson Sonsini Goodrich & Rosati P.C.
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
þ
Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Ixia
and
Catapult
Leaders in a Converged Wireless World
May 14, 2009
|
The Announcement
Ixia and Catapult announce a definitive agreement for Ixia
to acquire Catapult Communications via a tender offer
followed by a merger
Deal announced Monday, May 11th
Acquisition expected to be completed early in third
quarter, subject to satisfaction of closing conditions
Sale positions Ixia as a leading source for end-to-end
IP test solutions for wireline and wireless networks
|
Highlights of the Transaction
Combines the technology and resources of the
leaders in IP and 3G/LTE testing
Complementary product lines should
accelerate growth and innovation
Brings Ixia's IP core expertise to Catapult's
wireless edge initiatives
End-to-end testing of converged IP core and
wireless edge
|
Short-Term
Business as usual
Key contacts remain the same
Your account manager will keep you informed
|
Longer Term
Advanced technology and resources from
both companies
Potentially accelerated growth and innovation with
complementary product lines
Provide customers with a greater array of products
and services
More information to come
|
Summary
Brings together complementary strengths
Product line continuity and synergistic
performance enhancements
Enhanced product value for our customers
Business as usual---but better!!!
|
Additional Information
The tender offer described in this communication has not yet commenced, and this report is neither an offer to
purchase nor a solicitation of an offer to sell securities pursuant to the tender offer or otherwise. In connection with the
tender offer to be commenced by Ixia, the Company will file with the Securities and Exchange Commission (the "SEC")
a Solicitation/Recommendation Statement on Schedule 14D-9. Investors and Company stockholders should read
carefully the Solicitation/Recommendation Statement on Schedule 14D-9 (including any amendments or supplements
thereto) after it is filed prior to making any decisions with respect to Ixia's tender offer because it will contain important
information. Free copies of the Solicitation/Recommendation Statement on Schedule 14D-9 and the related
amendments or supplements thereto that the Company may file with the SEC will be available at the SEC's website at
www.sec.gov or by contacting Catapult's Investor Relations Department at 1-650-314-1000. This communication does
not constitute an offer to sell or invitation to purchase any securities or the solicitation of an offer to buy any securities,
pursuant to Ixia's tender offer or otherwise.
Safe Harbor for Forward-Looking Statements
Statements in this communication may contain, in addition to historical information, certain forward-looking
statements. All statements included in this communication concerning activities, events or developments that the
Company expects, believes or anticipates will or may occur in the future, including statements regarding the Offer and
the Merger, are forward-looking statements. Factors that could cause actual results to differ materially include the
following: the risk of failing to obtain any regulatory approvals or satisfy other conditions to the Offer or the Merger; the
risk that the transaction will not close or that the closing will be delayed; the risk that our respective businesses will
suffer due to uncertainty related to the transaction; and the competitive environment in the software industry and
competitive responses to the acquisition. Further information on potential factors that could affect our respective
businesses and financial results are included in Ixia's and the Company's filings with the SEC, which are on file with the
SEC. There can be no assurance that the acquisition or any other transaction will be consummated.
|
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