ADDING MULTIMEDIA Cisco Systems, Inc. Announces Agreement to Acquire Scientific-Atlanta, Inc.; Acquisition Completes Cisco's End
19 11월 2005 - 1:13AM
Business Wire
Cisco Systems, Inc. (NASDAQ:CSCO), and Scientific-Atlanta, Inc.
(NYSE:SFA), today announced a definitive agreement for Cisco to
acquire Scientific-Atlanta. Scientific-Atlanta is a leading global
provider of set-top boxes, end-to-end video distribution networks
and video system integration. The combined entity creates a world
class, end-to-end triple play solution for carrier networks and the
digital home. In addition, upon closure, the market opportunities
represented by this acquisition will become part of Cisco's
Advanced Technology portfolio. Under the terms of the agreement,
Cisco will pay $43 per share in cash in exchange for each share of
Scientific-Atlanta, and assume outstanding options, for an
aggregate purchase price of approximately $6.9 billion, or
approximately $5.3 billion net of Scientific-Atlanta's existing
cash balance. The transaction will be accounted for in accordance
with generally accepted accounting principles, and the acquisition
of Scientific-Atlanta is expected to close in the third quarter of
Cisco's fiscal year 2006. Cisco anticipates this transaction will
be neutral to its FY2006 earnings, slightly accretive to its
non-GAAP (pro forma) FY2007 earnings, and will be financed with a
combination of cash and debt. The acquisition has been approved by
the board of directors of each company and is subject to various
standard closing conditions, including approval under Hart Scott
Rodino and similar laws outside the U.S. and by the shareholders of
Scientific-Atlanta. "Video is emerging as the key strategic
application in the service provider triple play bundle of consumer
entertainment, communication and online services," said John
Chambers, president and chief executive officer of Cisco Systems.
"The combination of Cisco and Scientific-Atlanta brings unmatched
experience and innovation in delivering large scale video systems
and networks, and the addition of Scientific-Atlanta further
extends Cisco's commitment to and leadership in the service
provider market. Moreover, Cisco's international presence and IP
leadership will also create strategic synergies that accelerate the
combined growth opportunity." Chambers continued, "As consumers
demand more sophisticated information and entertainment services in
their home, tightly coupled applications, devices and networks will
be essential. The collective strength of Linksys and
Scientific-Atlanta will extend Cisco's leadership position across
the entire networked digital home." "We believe that this
combination of Cisco and Scientific-Atlanta will benefit our
shareholders, our customers and our employees," said Jim McDonald,
chairman, chief executive officer and president of
Scientific-Atlanta. "The combined strengths and resources of our
two companies will position us to address more quickly the growing
number of opportunities in the markets we serve and enable us to
create new products and services that might not have existed
otherwise." Scientific-Atlanta has platforms and technologies that
enable scaling to millions of subscribers quickly and easily. This,
along with the Cisco IP Next Generation Network architecture, will
offer providers an open platform for service differentiation,
allowing them to move beyond video/IPTV to develop and deliver a
variety of integrated media services in the connected home.
Following the close of the transaction, Scientific-Atlanta will
become a division of the Routing and Service Provider Technology
Group under the leadership of Cisco Senior Vice President Mike
Volpi. Jim McDonald will report directly to Mr. Volpi. Prior to the
close, Cisco and Scientific-Atlanta will operate as separate
businesses and will continue to work with their existing partners.
Following the close of the transaction, Cisco is committed to
retaining the relationships and go-to-market strategies that both
companies have developed. Scientific-Atlanta was founded in 1951
and held its Initial Public Offering (IPO) on July 29, 1959. The
company has more than 7500 employees. For FY2005, which ended July
1, 2005, Scientific-Atlanta reported revenues of $1.91 billion.
Editor's Note: -- A conference call with CEOs John Chambers and Jim
McDonald to discuss Cisco's acquisition of Scientific-Atlanta will
be held at 8:30 a.m. Eastern Time on Friday, November 18, 2005. The
dial-in number is 888-946-6308 (United States); 212-547-0242
(international); corresponding slides and a webcast will be
available at http://newsroom.cisco.com/webcast/05322_1.html -- A
replay of the Cisco/Scientific-Atlanta CEO conference call will be
available from 11:00 a.m. Eastern Time on November 18, 2005 until
8:00 p.m. Eastern Time on November 23, 2005 at 800-841-4034 (United
States); 203-369-3360 (international). -- A conference call
detailing Cisco's and Scientific-Atlanta's business and
technological synergies with Mike Volpi, senior vice president,
routing and service provider technology group at Cisco, and Michael
Harney, corporate senior vice president and president, subscriber
networks at Scientific-Atlanta, will be held at 11:00 a.m. Eastern
Time on Friday, November 18, 2005. The dial-in number is
888-469-1386 (United States); 212-547-0420 (international), and a
webcast will be available at
http://newsroom.cisco.com/webcast/05322_2.html -- A replay of the
Volpi/Harney conference call will be available from 1:30 p.m.
Eastern Time on November 18, 2005 until 8:00 p.m. Eastern Time on
November 23, 2005 at 888-568-0125 (United States); 203-369-3460
(international). -- Additional information regarding the
acquisition will be available at http://newsroom.cisco.com. About
Cisco Systems Cisco Systems, Inc. (NASDAQ:CSCO) is the worldwide
leader in networking for the Internet. Information on Cisco can be
found at http://www.cisco.com. For ongoing news, please go to
http://newsroom.cisco.com. About Scientific-Atlanta
Scientific-Atlanta is a leading supplier of digital content
distribution systems, transmission networks for broadband access to
the home, digital interactive set-tops and subscriber systems
designed for video, high-speed Internet and voice over IP (VoIP)
networks, and worldwide customer service and support. Cisco, Cisco
Systems, Linksys and the Cisco Systems logo are registered
trademarks of Cisco Systems, Inc. and/or its affiliates in the U.S.
and certain other countries. All other trademarks mentioned in this
document are the property of their respective owners.
Scientific-Atlanta and the Scientific-Atlanta logo are registered
trademarks of Scientific-Atlanta, Inc. Forward-Looking Statements
This press release contains forward-looking statements which are
subject to safe harbors created under the U.S. federal securities
laws. These statements include, among others, statements regarding
the expected financial performance of Cisco (including earnings
projections) following completion of the acquisition, Cisco's
ability to achieve the expected synergies and other strategic
benefits as a result of the acquisition, the strengthening of
Cisco's leadership position across the entire networked digital
home as a result of the acquisition, and the timeframe during which
the acquisition is expected to close. Statements regarding future
events are based on the parties' current expectations and are
necessarily subject to associated risks related to, among other
things, obtaining Scientific-Atlanta's shareholder and regulatory
approval of the acquisition, the potential impact on the business
of Scientific-Atlanta due to uncertainty about the acquisition, the
retention of employees of Scientific-Atlanta and the ability of
Cisco to successfully integrate Scientific-Atlanta's market
opportunities, technology, personnel and operations and to achieve
planned synergies. Therefore, actual results may differ materially
and adversely from those expressed in any forward-looking
statements. For information regarding other related risks, see the
"Risk Factors" section of Cisco's most recent Form 10-K filed with
the SEC on September 19, 2005 and of Cisco's subsequently filed
Forms 10-Q. The parties undertake no obligation to revise or update
any forward-looking statements for any reason. "Forward-looking
statements," as defined in the Private Securities Litigation Reform
Act of 1995, may be included in this news release. A variety of
factors could cause Scientific-Atlanta's actual results to differ
from the anticipated results expressed in such forward-looking
statements. Investors are referred to Scientific-Atlanta's
Cautionary Statements (Exhibit 99.1 to the company's most recent
Form 10-Q), which statements are incorporated into this news
release by reference. Additional Information and Where to Find It
Scientific-Atlanta has agreed to file a proxy statement in
connection with the proposed acquisition. The proxy statement will
be mailed to the shareholders of Scientific-Atlanta.
Scientific-Atlanta's shareholders are urged to read the proxy
statement and other relevant materials when they become available
because they will contain important information about the
acquisition and Scientific-Atlanta. Investors and security holders
may obtain free copies of these documents (when they are available)
and other documents filed with the Securities and Exchange
Commission at the SEC's web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the
documents filed with the SEC by Scientific-Atlanta by going to
Scientific-Atlanta's Investor Relations page on its corporate
website at www.scientificatlanta.com. Scientific-Atlanta and its
officers and directors may be deemed to be participants in the
solicitation of proxies from Scientific-Atlanta's shareholders with
respect to the acquisition. Information about Scientific-Atlanta
executive officers and directors and their ownership of
Scientific-Atlanta common stock is set forth in the proxy statement
for the Scientific-Atlanta 2005 Annual Meeting of Shareholders,
which was filed with the SEC on September 27, 2005. Investors and
security holders may obtain more detailed information regarding the
direct and indirect interests of the Scientific-Atlanta and its
respective executive officers and directors in the acquisition by
reading the preliminary and definitive proxy statements regarding
the merger, which will be filed with the SEC. In addition, Cisco
and its officers and directors may be deemed to have participated
in the solicitation of proxies from Scientific-Atlanta's
shareholders in favor of the approval of the acquisition.
Information concerning Cisco's directors and executive officers is
set forth in Cisco's proxy statement for its 2005 annual meeting of
shareholders, which was filed with the SEC on September 26, 2005,
and annual report on Form 10-K filed with the SEC on September 19,
2005. These documents are available free of charge at the SEC's web
site at www.sec.gov or by going to Cisco's Investor Relations
Website at http://www.cisco.com/go/investors.
Scientific Atlanta (NYSE:SFA)
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부터 5월(5) 2024 으로 6월(6) 2024
Scientific Atlanta (NYSE:SFA)
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부터 6월(6) 2023 으로 6월(6) 2024