Verilink and Larscom Shareholders Approve Merger and Issuance of Stock
28 July 2004 - 8:15AM
PR Newswire (US)
Verilink and Larscom Shareholders Approve Merger and Issuance of
Stock MADISON, Ala., and NEWARK, Calif., July 27
/PRNewswire-FirstCall/ -- Verilink Corporation (NASDAQ:VRLK) and
Larscom Incorporated (NASDAQ:LARS) today jointly announced that at
Larscom's special meeting, its shareholders adopted and approved
the Agreement and Plan of Merger, dated as of April 28, 2004, by
and among Verilink, Larscom and SRI Acquisition Corp., a wholly
owned subsidiary of Verilink, and approved the proposed merger of
SRI Acquisition Corp. with and into Larscom pursuant to the merger
agreement. At Verilink's special meeting, its shareholders approved
the issuance of Verilink common stock to Larscom shareholders in
the merger. As previously announced, at completion of the merger,
each share of Larscom common stock will be converted into 1.166
shares of Verilink common stock. Completion of the merger remains
subject to the conditions precedent in the merger agreement. About
Verilink Corporation Verilink provides customer premises voice and
data access solutions to service providers, strategic partners and
enterprise customers on a worldwide basis. Verilink is a market
leader in voice over packet and voice over TDM IAD solutions
including VoIP, VoDSL and VoATM. Data only offerings include access
routers, probes, CSU/DSUs, DACS and network monitoring solutions.
Verilink turnkey service solutions empower carriers with the
flexibility to provide integrated services regardless of network
technology. The Company's headquarters are located at 127 Jetplex
Circle, Madison, AL 35758. Verilink stock trades on the Nasdaq
National Market under the symbol VRLK. To learn more about
Verilink, visit their website at http://www.verilink.com/ . About
Larscom Incorporated Larscom enables high-speed access by providing
cost-effective, highly reliable (carrier-class), and easy-to-use
network access equipment. In June 2003, Larscom merged with VINA
Technologies to create a worldwide leader in enterprise WAN access
for the delivery of high-speed data, and integrated voice and data
services with the deployment of more than 350,000 systems
worldwide. Larscom's customers include major carriers, Internet
service providers, Fortune 500 companies, small and medium
enterprises, and government agencies worldwide. Larscom's
headquarters are in Newark, California. Additional information can
be found at http://www.larscom.com/ . Information about the
Verilink/Larscom Merger and Where to Find It Verilink filed a
registration statement on Form S-4 with the Securities and Exchange
Commission ("SEC") containing the definitive joint proxy
statement/prospectus regarding the proposed merger between Verilink
and Larscom. In addition, Verilink and Larscom mailed to their
respective shareholders a copy of the joint proxy
statement/prospectus in connection with the merger. Before making
any voting or investment decision with respect to the merger,
investors and security holders of Verilink and Larscom are urged to
read the registration statement and the joint proxy
statement/prospectus, which contain important information about
Verilink, Larscom, the proposed merger and related matters. Copies
of the registration statement and the joint proxy
statement/prospectus, as well as other SEC filings containing
information about Verilink and Larscom, including annual, quarterly
and special reports and proxy statements filed by both Verilink and
Larscom may be obtained, without charge, at the SEC's website at
http://www.sec.gov/, or by visiting the SEC's public reference room
located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information regarding
the public reference room. In addition, investors and security
holders of Verilink may obtain free copies of the joint proxy
statement/prospectus by directing a written request to: Corporate
Secretary, Verilink Corporation, 127 Jetplex Circle, Madison, AL
35758, and investors and security holders of Larscom may obtain
free copies of the joint proxy statement/prospectus by directing a
written request to: Corporate Secretary, Larscom Incorporated,
39745 Eureka Drive, Newark, CA 94560. Safe Harbor Statement Except
for the historical information contained herein, the matters set
forth in this press release, including statements as to the
expected benefits of the combination of the two companies, future
product offerings, expected synergies, and timing of closing, are
forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially,
including, but not limited to, the satisfaction of certain
conditions to closing of the proposed merger, including the risk
that shareholder approval might not be obtained in a timely manner
or at all, the ability to successfully integrate the two companies
and achieve expected synergies following the merger, and the
ability of the combined company to develop and market successfully
and in a timely manner new products, the impact of competitive
products and pricing and of alternative technological advances. A
detailed discussion of these and other risks and uncertainties that
could cause actual results and events to differ materially from
such forward-looking statements are included in the joint proxy
statement/prospectus referred to above, as well as Verilink's
Annual Report on Form 10-K for the fiscal year ended June 27, 2003
and most recent quarterly report on Form 10-Q for the quarter ended
April 2, 2004, and Larscom's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003, as amended, and most recent
quarterly report on Form 10-Q for the quarter ended March 31, 2004,
each of which were mailed to Verilink and Larscom shareholders
along with the joint proxy statement/prospectus. These
forward-looking statements speak only as of the date hereof.
Verilink and Larscom disclaim any intention or obligation to update
or revise any forward- looking statements. Verilink and the
Verilink logo are registered trademarks of Verilink Corporation.
Larscom is a registered trademark of Larscom Incorporated. All
other trademarks or registered trademarks are the property of the
respective owners. DATASOURCE: Verilink Corporation CONTACT: Bill
Smith, Vice President and CFO of Verilink Corporation,
+1-256-327-2204, or ; or Donald W. Morgan, Vice President and CFO
of Larscom Incorporated, +1-510-492-0800, or Web site:
http://www.verilink.com/ http://www.larscom.com/
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