EDGEWOOD, N.Y., May 14, 2012 /PRNewswire/ -- Tii
Network Technologies, Inc. (NASDAQ: TIII), a leader in designing,
manufacturing and marketing network products for the communications
industry, today announced that it has entered into a definitive
merger agreement with Kelta, Inc., a Delaware corporation, pursuant to which Kelta
will acquire Tii Network Technologies for $2.15 a share, or total consideration of
approximately $33.1 million. The merger
consideration represents an approximately 48% percent premium
over the closing price of Tii Network Technologies' common stock as
quoted on the website of the NASDAQ Stock Market on May 11, 2012.
Brian J. Kelley, President and
Chief Executive Officer of Tii Network Technologies, said "We are
pleased to announce this proposed Merger. Not only does it provide
our stockholders with a significant premium to the market price of
our stock, it also represents a significant benefit to our
customers and employees. We have had a positive, long term
working relationship with Kelta, the contract manufacturer of our
products. With Kelta's financial and other resources and
capabilities, the Company will be better able to develop and
produce new and improved products to meet the ever changing
technology requirements of our Telco customers."
Parag Mehta, President of Kelta
Inc., stated "We believe that the combined strength of Tii and
Kelta secures our position at the forefront of the industry.
We are committed to delivering a diverse and innovative
product portfolio through a world class supply chain, resulting in
a unique value proposition for our
customers. Tii's proven track record of providing
industry leading telecommunication products, strong brand
recognition and outstanding customer relationships, is a
natural fit with Kelta's expanding global manufacturing footprint
and world class engineering capabilities."
The acquisition, which was unanimously approved by the Board of
Directors of Tii Network Technologies, is subject to approval by
its stockholders, as well as other customary closing
conditions. The Company expects the transaction to close in
the third quarter of 2012. The acquisition is not subject to
any financing condition. Kelta intends to fund the
acquisition with a combination of existing cash and funds available
under Kelta's current credit facilities.
OEM Capital Corp. has provided a fairness opinion in connection
with the transaction to the Board of Directors of Tii Network
Technologies. Troutman Sanders LLP is serving as legal
advisor to Tii Network Technologies in connection with this
transaction. Edwards Wildman Palmer LLP is serving as legal advisor
to Kelta in connection with the transaction.
About Tii Network Technologies, Inc.
Tii Network Technologies, Inc. headquartered in Edgewood, New York, designs, manufactures and
sells products to the service providers in the communications
industry for use in their networks. Our products are
typically found in the Telco Central Office, outdoors in the
service providers' distribution network, at the interface where the
service providers' network connects to the users' network, and
inside the users' home or apartment, and are critical to the
successful delivery of voice and broadband communication services.
Additional information about the company can be found at
www.tiinetworktechnologies.com.
This press release contains only a brief description of the
proposed transaction. it is not a request for or solicitation
of a proxy or an offer to acquire any shares of the common stock of
Tii Network Technologies. In connection with the proposed
acquisition, Tii Network Technologies intends to file a proxy
statement on Schedule 14A and other relevant materials with
the Securities and Exchange Commission, or SEC. Stockholders
of Tii Network Technologies are urged to read Tii Network
Technologies' proxy statement and all other relevant documents
filed with the SEC when they become available, as they will contain
important information about the proposed transaction. A definitive
proxy statement will be sent to Tii Network Technologies'
stockholders seeking their approval of the proposed
transaction. Tii Network Technologies' stockholders
will be able to obtain these documents (when available) free of
charge at the SEC's web site, http://www.sec.gov. In
addition, they may obtain free copies of these by contacting Tii
Network Technologies' Secretary, Stacey L. Moran, at 141 Rodeo Drive,
Edgewood, New York 11717,
telephone: (631) 789-5000. Tii Network Technologies'
stockholders also may read and copy any reports, statements and
other information filed with the SEC at the SEC public reference
room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit
the SEC's website for further information on its public reference
room.
Tii Network Technologies, its directors and executive
officers may be deemed to be participants in the forthcoming
solicitation of proxies from the holders of Tii Network
Technologies' common stock in connection with the proposed
transaction. A list of the names and other information regarding
the directors and executive officers of Tii Network Technologies is
available in Tii Network Technologies' Annual Report on Form
10-K for the fiscal year ended December 31,
2011, filed with the SEC on March 30,
2012, and Tii Network Technologies' Definitive Proxy
Statement for its 2012 annual meeting of stockholders filed with
the SEC on April 17, 2012.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and the other
relevant documents filed with the SEC when they become
available.
Forward-Looking Statements
This press release may contain forward-looking statements that
are being made pursuant to the Private Securities Litigation Reform
Act of 1995, which provides a "safe harbor" for forward-looking
statements to encourage companies to provide prospective
information so long as those statements are accompanied by
meaningful cautionary statements identifying important factors that
could cause actual results to differ materially from those
discussed in the statement. These statements include, among others,
statements regarding the parties ability to complete the merger,
the expected closing date and the anticipated impacts of the
transaction on stockholders, employees and customers. The
statements in this press release that use such words as "believe,"
"expect," "intend," "anticipate," "contemplate, "estimate," or
"plan" or similar expressions are also forward-looking
statements. Forward-looking statements are subject to a
number of known and unknown risks and uncertainties that could
cause actual results, performance or achievements to differ
materially from those described or implied in the forward-looking
statements. Such risks include, among others, the failure to
obtain approval of the Tii Network stockholders; the ability of the
parties to satisfy the other closing conditions; the effect of the
announcement of the proposed acquisition on relations with
customers and employees; customer demand for the combined company's
products and services; the effects of Tii's expenditure of monies
for legal and other professional fees, which will be capitalized on
its balance sheet and written off if the transaction is not
completed; general economic and business conditions, especially as
they pertain to the telecommunications industry; and the risks
included under the heading "Risk Factors" in the Tii Network
Technologies, Inc. Annual Report on Form 10-K for the year ended
December 31, 2011 and in its future
filings with the SEC. You are urged to consider all such
factors. Tii Network Technologies assumes no obligation for
updating any such forward-looking statements to reflect actual
results, changes in assumptions or changes in other factors
affecting such forward-looking statements.
SOURCE Tii Network Technologies, Inc.