Published: July 08, 2011
RadiSys Closes Acquisition of Continuous Computing
HILLSBORO, Ore. - (BUSINESS WIRE) - RadiSys Corporation (NASDAQ:RSYS), a leading provider of
innovative hardware and software platforms for next generation IP-based
wireless, wireline and video networks, announced today that it closed
the acquisition of Continuous Computing Corporation. The Company
previously announced that it had entered into a definitive agreement to
acquire Continuous Computing on May 3, 2011. Continuous Computing, now a
wholly-owned subsidiary of RadiSys, develops communications systems
consisting of highly integrated ATCA platforms and Trillium protocol
software coupled with software Professional Services to complement their
full solution offering. Their key customer applications include 3G and
4G Wireless infrastructure, Small Cell base stations, Traffic
Management, Internet Offload and Network Security.
Strategic and Financial Benefits
The Company believes the acquisition transforms RadiSys into a larger
global market leader in embedded hardware and software for
communications networks with unmatched scope, scale and expertise. The
acquisition is expected to accelerate the Company's strategy to deliver
more differentiated platforms and solutions. Continuous Computing also
brings expansion into high growth markets with many new customers,
creating meaningful customer diversification. The acquisition benefits
both Companies' customers with a broader set of technologies and
solutions including a combined set of ATCA platforms that are now
developed and supported by a global team with greater scale and
capability.
The acquisition is expected to expand the Company's revenues,
profitability and EPS with the addition of Continuous Computing's
approximately 50 percent gross margin Next Generation products. The
combination is also expected to meaningfully expand the Company's
non-GAAP gross margin rate to the high 30's by the end of 2012. The
Company expects that the combined organization will benefit from
economies of scale and meaningful expense and cost efficiencies in 2012
and beyond.
The Company intends to provide further information on the timing and
amount of the expected significant expense synergies, the combined
Company's financial projections for 2011 and 2012, along with updates on
the overall integration plans during the Company's second quarter
earnings conference call, currently expected to be on Thursday, July 28,
2011 at 5:00 p.m. ET. The conference call information will be provided
in a separate press release.
Management Changes
Effective upon closing of the acquisition, Mike Dagenais became RadiSys'
Chief Executive Officer and a member of the RadiSys Board of Directors,
Brian Bronson became President and Chief Financial Officer of RadiSys
and Scott Grout becomes Vice Chair of the RadiSys Board of Directors.
Mike Dagenais was previously Continuous Computing's President and CEO
and joined Continuous Computing in this role in December of 2006. Prior
to that, he was President and CEO of Optical Solutions and led the
company through a period of unprecedented growth, culminating in the
successful acquisition of Optical Solutions by Calix Networks. He brings
over 25 years of experience in the telecommunications industry,
including prior executive and management positions at Convergent
Networks, Lucent, and Nortel. Mr. Dagenais has a M.Eng. and a B.Eng. in
electrical engineering from Carleton University in Ottawa, Canada.
Terms of the Acquisition
Consideration for the acquisition is comprised of approximately $73
million in cash, funded with cash on hand, and 3,665,460 shares of
RadiSys common stock. In addition to the consideration payable at
closing, RadiSys will make earn-out payments based on revenues generated
by a specified set of Trillium products over a three year period
following the closing of the acquisition. In lieu of the earn-out
payments, RadiSys has the right to make a one-time payment of cash
and/or RadiSys shares with a combined aggregate value of $15 million up
to 18 months after the closing date.
Inducement Stock Plan for Continuous Computing Employees
As previously announced, the Company adopted the RadiSys Corporation
Inducement Stock Plan for Continuous Computing employees on May 3, 2011,
to, among other things, provide for non-statutory stock option and
restricted stock awards of up to 600,000 shares of RadiSys common stock,
in the aggregate, as inducement grants to Continuous Computing employees
to attract and retain their services following the merger. The
inducement plan was adopted without shareholder approval in reliance
upon the exception provided under NASDAQ Listing Rule 5635(c)(4)
relating to awards granted in connection with the hiring of new
employees, including grants to transferred employees in connection with
a merger. Awards under the inducement plan became effective upon the
closing of the merger. Upon the closing of the merger, inducement grants
to 100 Continuous Computing employees of 221,100 stock options and
146,575 restricted stock units became effective, including 70,000 stock
options and 30,000 restricted stock units granted to Mr. Dagenais. Stock
options granted under the inducement plan have an exercise price equal
to the closing price of RadiSys common stock on the NASDAQ Global Select
Market on July 8, 2011, the closing date of the merger. The options have
a seven-year term and will become exercisable on the first year
anniversary of the date of grant for one-third of the total option
shares and the remaining two-thirds will become exercisable in equal
monthly increments each month thereafter for two years. Restricted stock
units granted under the inducement plan will vest annually in equal
amounts over a three-year period. In the event of termination of
employment, all unvested options and restricted stock units will
terminate.
Forward-Looking Statements
This press release contains forward-looking statements, including
statements about the Company's business strategy, gross margin,
economies of scale, expense and cost-efficiencies and growth into new
markets for 2011 and 2012, the strategic benefits of the acquisition of
Continuous Computing, certain royalty revenues, earn-out payments,
accretion to earnings, financial performance, management changes and
other attributes of the Company following the acquisition. Actual
results could differ materially from the outlook, guidance and
expectations in these forward-looking statements as a result of a number
of risk factors, including, among others, (a) the Company's dependence
on certain customers and high degree of customer concentration, (b) the
Company's use of one contract manufacturer for a significant portion of
the production of its products, (c) the anticipated amount and timing of
revenues from design wins due to the Company's customers' product
development time, cancellations or delays, (d) the ability of the
Company to successfully integrate the business and operations of
Continuous Computing, (e) performance and customer acceptance of the
Trillium line of products, (f) the combined companies' financial results
and performance and (g) other factors listed in the Company's reports
filed with the Securities and Exchange Commission (SEC), including those
listed under "Risk Factors" in RadiSys' Annual Report on Form 10-K for
the year ended December 31, 2010 and in RadiSys' Quarterly Report on
Form 10-Q for the quarter ended March 31, 2011, copies of which may be
obtained by contacting the Company at 503-615-1100, from the Company's
investor relations web site at http://investor.radisys.com/,
or at the SEC's website at http://www.sec.gov.
Although forward-looking statements help provide additional information
about RadiSys, investors should keep in mind that forward-looking
statements are inherently less reliable than historical information.
Should one or more of these risks or uncertainties materialize (or the
other consequences of such a development worsen), or should underlying
assumptions prove incorrect, actual outcomes may vary materially from
those forecasted or expected. All information in this press release is
as of July 8, 2011. The Company undertakes no duty to update any
forward-looking statement to conform the statement to actual results or
changes in the Company's expectations.
About RadiSys
RadiSys (NASDAQ: RSYS) is a leading provider of innovative hardware and
software platforms for next generation IP-based wireless, wireline and
video networks. RadiSys products include its market leading ATCA and IP
Media Server platforms as well as application software for new IP-based
communications services. These products enable customers to bring more
new high-value applications and services to market faster with a lower
investment. RadiSys products are used in a wide variety of applications
including 3G/4G/LTE wireless voice, data and video, Femtocell, VoIP and
Video over IP communications and conferencing, Voice Quality Enhancement
(VQE), and secure defense communications. For more information, visit http://www.radisys.com,
write to info@radisys.com, or call
800-950-0044 or 503-615-1100. Editors seeking more information may
contact Lyn Pangares at RadiSys Corporation at 503-615-1220 or lyn.pangares@radisys.com.
About Continuous Computing
Continuous Computing is the global source of integrated
platform solutions that enable network equipment providers to overcome
the mobile broadband capacity challenge quickly and cost effectively.
Leveraging more than 20 years of telecom innovation, the company
empowers customers to increase return on investment by focusing internal
resources on differentiation for 3G, Long Term Evolution (LTE),
Femtocell and Deep Packet Inspection (DPI) applications. Expertise and
responsiveness set the company apart: only Continuous Computing combines
best-in-class ATCA platforms with world-famous Trillium
protocol software to create highly-optimized, field-proven wireless and
packet processing network infrastructure. Continuous Computing's
investors include Cipio Partners, Intel Capital, Palomar Ventures,
Saints Capital and Technology Crossover Ventures. For more information,
visit http://www.ccpu.com.
RadiSys is a registered trademark of RadiSys Corporation.
Continuous Computing and Trillium are trademarks or registered
trademarks of Continuous Computing Corporation.

RadiSys Corporation
Chief Financial Officer
Brian Bronson,
503-615-1281
brian.bronson@radisys.com
or
Finance
and Investor Relations Manager
Holly Stephens, 503-615-1321
holly.stephens@radisys.com
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