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Posts Tagged ‘acquisition’

Sourcefire Announces Record Revenue for Fourth Quarter & Full Year 2011

Wednesday, February 22nd, 2012

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Fourth Quarter 2011:

* Revenue: $53.2 million, an increase of 40% year-over-year
* Adjusted Net Income: $7.6 million, or $0.25 per diluted share

Full Year 2011:

* Revenue: $165.6 million, an increase of 27% year-over-year
* Adjusted Net Income: $16.8 million, or $0.57 per diluted share

COLUMBIA, MD — 02/21/2012 (CRWENEWSWIRE) — Sourcefire, Inc. (Nasdaq:FIRE), a leader in intelligent cybersecurity solutions, today announced financial results for its fiscal fourth quarter and full year ended December 31, 2011.

“The investments we have made in our expanded product offering and go-to-market strategy drove record quarterly and full year revenue and adjusted net income,” said John Burris, CEO of Sourcefire. “As we look to 2012, we enter the year with an unmatched set of solutions, a cohesive message based on our Agile SecurityTM vision and a highly efficient direct and indirect sales force who are excited to go to market with our offerings. We will continue to invest in all areas of the business in order to drive innovation and take market share across our expanded opportunity.”

Financial Summary

* Total Revenue - Revenue for the fourth quarter of 2011 was $53.2 million compared to $38.0 million in the fourth quarter of 2010, an increase of 40%. Revenue for the year ended December 31, 2011 was $165.6 million compared to $130.6 million for 2010, an increase of 27%.
* GAAP Net Income - Net income was $4.1 million for the fourth quarter of 2011, or $0.14 per diluted share, on the basis of generally accepted accounting principles (GAAP), compared with GAAP net income of $4.4 million, or $0.15 per diluted share, in the fourth quarter of 2010. GAAP net income for the year ended December 31, 2011 was $6.2 million, or $0.21 per diluted share, compared with GAAP net income of $20.0 million, or $0.69 per diluted share, for 2010.
* Adjusted Net Income - Adjusted net income for the fourth quarter of 2011, which excludes stock-based compensation expense and costs related to the Immunet acquisition and includes an assumed tax rate of 35%, was $7.6 million, or $0.25 per diluted share. This compares to adjusted net income of $5.0 million, or $0.17 per diluted share, in the fourth quarter of 2010, which excludes stock-based compensation expense and costs related to the Immunet acquisition and includes an assumed tax rate of 35%. Adjusted net income for the year ended December 31, 2011, which excludes stock-based compensation expense and costs related to the Immunet acquisition and includes an assumed tax rate of 35%, was $16.8 million, or $0.57 per diluted share. This compares to adjusted net income for 2010, which excludes stock-based compensation expense, costs related to the Immunet acquisition and the benefit from the release of the valuation allowance on the Company’s deferred tax asset and includes an assumed tax rate of 35%, of $15.4 million, or $0.53 per diluted share.
* Balance Sheet - As of December 31, 2011, the Company’s cash, cash equivalents and investments totaled $157.8 million. The Company generated free cash flow of $12.9 million in the fourth quarter of 2011 and $8.1 million for the full year 2011.

Recent Company Highlights

Global Expansion & Channel Development

* Increased 2011 channel-influenced sales worldwide to 51%, up from 39% in 2010.
* Increased 2011 U.S. commercial revenue to $88.5 million, up 36% over 2010.
* Increased 2011 international revenue to $42.1 million, up 28% over 2010.
* Increased 2011 U.S. federal sector revenue to $35.0 million, up 7% over 2010.

Innovation & Recognition

* Announced its latest innovation, the Sourcefire Next-Generation Firewall (NGFW). Building on Sourcefire’s Next-Generation IPS (NGIPS) technology leadership and leveraging its high-performance FirePOWER(TM) platform, the Sourcefire Next-Generation Firewall combines the world’s most powerful IPS threat prevention, integrated application control and firewall capabilities in a high-performance security appliance. By combining NGIPS and NGFW, Sourcefire has created the first enterprise firewall solution with comprehensive enterprise visibility, adaptive security and advanced threat protection
* Introduced FireAMP™ advanced malware protection, a malware discovery and analysis solution that analyzes and blocks malware by utilizing big data analytics. Designed for large enterprises, FireAMP delivers unprecedented visibility and the control needed to block threats missed by other security layers. FireAMP is the latest fulfillment of Sourcefire’s Agile Security vision for context-aware, adaptive and automated security solutions.
* Announced that Sourcefire has been named to the Deloitte Technology Fast 500TM for the fifth consecutive year. The Deloitte Fast 500 program lists the fastest growing technology, media, telecommunications, life sciences and clean technology companies in North America based on their percentage revenue growth over a five-year period. Sourcefire ranked 402.

First Quarter 2012 Outlook

Based on information as of February 21, 2012, Sourcefire expects revenue for the first quarter of 2012 in the range of $40.0 million to $42.0 million, net loss per share in the range of ($0.05) to ($0.03) and, on an adjusted basis, net income per diluted share in the range of $0.06 to $0.08. Sourcefire’s expectation of adjusted net income per diluted share excludes stock-based compensation expense of $4.2 million to $4.4 million and amortization of acquired intangible assets and other acquisition-related expenses of approximately $1.0 million and includes an assumed 35% tax rate.

Non-GAAP Measures

Adjusted Net Income, Adjusted Net Income per Share, Adjusted Income from Operations and Adjusted Income from Operations as a Percentage of Revenue: In evaluating the operating performance of our business, Sourcefire excludes certain charges and credits that are required by GAAP. Sourcefire believes these non-GAAP results provide useful information to both management and investors by excluding (i) stock-based compensation, which does not involve the expenditure of cash, (ii) amortization of acquisition-related intangible assets, which does not involve the expenditure of cash, and (iii) other acquisition–related expenses, which are unrelated to the ongoing operation of the Company’s business in the ordinary course. For 2012, based on our current tax structure, Sourcefire expects non-GAAP results to be adjusted to reflect the effect of an assumed tax rate of 35%. Sourcefire believes this adjustment provides useful information to both management and investors.

Free Cash Flow: Sourcefire defines free cash flow as net cash provided by operating activities minus capital expenditures. The Company considers free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after the purchase of property and equipment, can be used for strategic opportunities, including investing in the business, making strategic acquisitions and strengthening the balance sheet.

These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure in the table following the financial statements attached to this press release.

Conference Call and Webcast

On Tuesday, February 21, 2012 at 5:00 p.m. Eastern Time, Sourcefire will host a conference call to review these results. A listen-only web cast of the session will be available at http://investor.sourcefire.com.

Those wishing to participate in the live session should use the following numbers to dial in:

Calling from the United States or Canada: 877-712-7037

Calling from other countries: 253-237-1122

Pass code: 41458615

An online replay will be available at http://investor.sourcefire.com following the completion of the live call and will remain available for at least 90 days.

About Sourcefire

Sourcefire, Inc., a world leader in intelligent cybersecurity solutions, is transforming the way global large- to mid-size organizations and government agencies manage and minimize network security risks. With solutions from a next-generation network security platform to advanced malware protection, Sourcefire provides customers with Agile Security™ that is as dynamic as the real world it protects and the attackers against which it defends. Trusted for more than 10 years, Sourcefire has been consistently recognized for its innovation and industry leadership with numerous patents, world-class research, and award-winning technology. Today, the name Sourcefire has grown synonymous with innovation, security intelligence and agile end-to-end security protection. For more information about Sourcefire, please visit www.sourcefire.com.

Sourcefire, the Sourcefire logo, Snort, the Snort and Pig logo, ClamAV, FireAMP, FirePOWER, FireSIGHT and certain other trademarks and logos are trademarks or registered trademarks of Sourcefire, Inc. in the United States and other countries. Other company, product and service names may be trademarks or service marks of others.

Cautionary Language Concerning Forward-Looking Statements

The statements contained in this release that are not historical facts are “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. These statements include expectations regarding financial results for the first quarter and full year of 2012, the Company’s future profitability and the Company’s plans for the introduction of new products.

Management cautions the reader that these forward-looking statements are only predictions and are subject to a number of both known and unknown risks and uncertainties, and actual results, performance, and/or achievements of Sourcefire, Inc. may differ materially from the future results, performance, and/or achievements expressed or implied by these forward-looking statements as a result of a number of factors. These factors include, without limitation, the fact that the outlook for the first quarter and full year of 2012 could change, and also include, without limitation, those risks and uncertainties described from time to time in the reports filed by Sourcefire, Inc. with the U.S. Securities and Exchange Commission. Sourcefire, Inc. undertakes no obligation to update any forward-looking statements.

Source: Sourcefire, Inc.

Contact:
Media Contact:
Sourcefire
Jennifer Leggio, 650-260-4025
jleggio@sourcefire.com
or
Investor Contact:
ICR
Staci Mortenson, 203-682-8273
Staci.Mortenson@icrinc.com

 

Sourcefire, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share data)
Three Months Ended December 31, Twelve Months Ended December 31,
2011 2010 2011 2010
Revenue: (unaudited) (unaudited) (unaudited)
Products $ 33,959 $ 23,642 $ 98,166 $ 78,436
Technical support and professional services 19,245 14,327 67,480 52,136
Total revenue 53,204 37,969 165,646 130,572
Cost of revenue:
Products 9,611 5,809 28,368 20,000
Technical support and professional services 2,680 2,051 8,841 6,828
Total cost of revenue 12,291 7,860 37,209 26,828
Gross profit 40,913 30,109 128,437 103,744
Operating expenses:
Research and development 8,849 5,506 33,145 18,789
Sales and marketing 19,009 14,309 64,589 48,735
General and administrative 5,258 4,414 19,709 18,814
Depreciation and amortization 1,059 917 3,917 3,375
Total operating expenses 34,175 25,146 121,360 89,713
Income from operations 6,738 4,963 7,077 14,031
Other income (loss), net (252 ) 46 (351 ) 125
Income before income taxes 6,486 5,009 6,726 14,156
Provision (benefit) for income taxes 2,352 605 536 (5,821 )
Net income $ 4,134 $ 4,404 $ 6,190 $ 19,977
Net income per share - basic $ 0.14 $ 0.16 $ 0.22 $ 0.72
Net income per share - diluted $ 0.14 $ 0.15 $ 0.21 $ 0.69
Weighted average shares outstanding used in computing per share amounts:
Basic 28,912,772 28,065,622 28,607,013 27,670,356
Diluted 29,907,917 29,077,439 29,529,525 28,896,246
Stock-based compensation expense for the three and twelve months ended December 31, 2011 and 2010 is included in the Consolidated
Statements of Operations as follows (in thousands):
Three Months Ended December 31, Twelve Months Ended December 31,
2011 2010 2011 2010
(unaudited) (unaudited) (unaudited) (unaudited)
Cost of revenue (product) $ 72 $ 52 $ 273 $ 186
Cost of revenue (services) 157 105 514 366
Stock-based comp expense included in cost of revenue 229 157 787 552
Research and development 934 370 3,408 1,418
Sales and marketing 1,623 976 5,990 3,589
General and administrative 1,311 965 4,696 3,790
Stock-based comp expense included in operating expenses 3,868 2,311 14,094 8,797
Total stock-based compensation expense $ 4,097 $ 2,468 $ 14,881 $ 9,349
Sourcefire, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
December 31, December 31,
2011 2010
Assets (unaudited) (unaudited)
Cash and cash equivalents $ 59,407 $ 54,410
Investments 98,407 99,309
Accounts receivable, net 54,914 37,250
Inventory 4,285 5,235
Deferred tax assets 11,339 7,717
Prepaid expenses and other current assets 7,718 3,793
Property and equipment, net 12,233 9,235
Goodwill 15,000 15,135
Intangible assets, net 5,822 6,830
Other long-term assets 14,802 2,160
Total assets $ 283,927 $ 241,074
Liabilities
Accounts payable and accrued expenses $ 23,237 $ 14,925
Deferred revenue 61,570 46,422
Other liabilities 1,263 13,643
Total liabilities 86,070 74,990
Stockholders’ Equity
Common stock 28 27
Additional paid-in capital 213,402 187,789
Accumulated deficit (15,549 ) (21,739 )
Accumulated other comprehensive income (loss) (24 ) 7
Total stockholders’ equity 197,857 166,084
Total liabilities and stockholders’ equity $ 283,927 $ 241,074
Sourcefire, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended December 31, Twelve Months Ended December 31,
2011 2010 2011 2010
(unaudited) (unaudited) (unaudited) (unaudited)
Net income $ 4,134 $ 4,404 $ 6,190 $ 19,977

Adjustments to reconcile net income to net

cash provided by operating activities

10,889 12,380 8,412 16,448
Net cash provided by operating activities 15,023 16,784 14,602 36,425
Net cash used in investing activities (10,250 ) (40,846 ) (16,949 ) (43,353 )
Net cash provided by financing activities 3,321 3,438 7,344 8,267
Net increase (decrease) in cash and cash equivalents 8,094 (20,624 ) 4,997 1,339
Cash and cash equivalents at beginning of period 51,313 75,034 54,410 53,071
Cash and cash equivalents at end of period $ 59,407 $ 54,410 $ 59,407 $ 54,410
Sourcefire, Inc.
Reconciliation of Non-GAAP Measures to GAAP
(in thousands, except share and per share data)
Three Months Ended December 31, Twelve Months Ended December 31,
2011 2010 2011 2010
(unaudited) (unaudited) (unaudited) (unaudited)
Reconciliation of adjusted income from operations:
GAAP income from operations $ 6,738 $ 4,963 $ 7,077 $ 14,031
Amortization of acquisition-related intangible assets 252 - 1,008 -
Other acquisition-related expenses* 667 235 2,790 235
Stock-based compensation expense 4,097 2,468 14,881 9,349
Adjusted income from operations $ 11,754 $ 7,666 $ 25,756 $ 23,615
Adjusted income from operations as % of total revenue 22.1 % 20.2 % 15.5 % 18.1 %
Reconciliation of adjusted net income:
GAAP net income $ 4,134 $ 4,404 $ 6,190 $ 19,977
Stock-based compensation expense 4,097 2,468 14,881 9,349
Amortization of acquisition-related intangible assets 252 - 1,008 -
Other acquisition-related expenses** 781 235 3,246 235
Tax credit for research and experimentation - - (2,001 ) -
Release of the valuation allowance - - - (7,613 )
Income tax adjustment*** (1,714 ) (2,094 ) (6,514 ) (6,516 )
Adjusted net income $ 7,550 $ 5,013 $ 16,810 $ 15,432
Adjusted net income per share - basic $ 0.26 $ 0.18 $ 0.59 $ 0.56
Adjusted net income per share - diluted $ 0.25 $ 0.17 $ 0.57 $ 0.53
Weighted average number of shares - basic 28,912,772 28,065,622 28,607,013 27,670,356
Weighted average number of shares - diluted 29,907,917 29,077,439 29,529,525 28,896,246
* Includes the accrual of retention obligations related to the hiring of former Immunet employees and other acquisition-related costs.
** Includes the accrual of retention obligations related to the hiring of former Immunet employees, the increase in the fair value of acquisition-related contingent consideration and
other acquisition-related costs.
*** Income tax adjustment is used to adjust the GAAP provision for income taxes to a Non-GAAP provision for income taxes utilizing an estimated tax rate of 35%.
Reconciliation of net cash provided by operating activities to free cash flow:
Three Months Ended December 31, Twelve Months Ended December 31,
2011 2010 2011 2010
(unaudited) (unaudited) (unaudited) (unaudited)
Net cash provided by operating activities $ 15,023 $ 16,784 $ 14,602 $ 36,425
Purchase of property and equipment (2,167 ) (1,019 ) (6,511 ) (5,403 )
Free Cash Flow $ 12,856 $ 15,765 $ 8,091 $ 31,022
Sourcefire, Inc.
Supplemental Operating Data
Three Months Ended December 31, Twelve Months Ended December 31,
2011 2010 2011 2010
(unaudited) (unaudited) (unaudited) (unaudited)
Number of deals in excess of $500,000 28 12 68 36
Number of deals in excess of $100,000 126 82 333 240
Number of new customers 171 120 452 376
Percentage of Channel-influenced Deals 59% 46% 51% 39%
Total Channel Partners 576 339
Number of full-time employees at end of period 451 351
Revenue Composition by Geography:
United States 74% 72% 75% 75%
International 26% 28% 25% 25%
Total 100% 100% 100% 100%
Revenue Composition by Business Distribution:
Existing customer product revenue 31% 38% 35% 37%
New customer product revenue 33% 24% 24% 23%
Recurring support services revenue 33% 35% 38% 37%
Professional services revenue 3% 3% 3% 3%
Total 100% 100% 100% 100%

 

 

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Globecomm Systems Reports Fiscal 2012 Second Quarter and Six Month Financial Results

Thursday, February 9th, 2012

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HAUPPAUGE, NY — 02/08/2012 (CRWENEWSWIRE) — Globecomm Systems Inc. (NASDAQ:GCOM), a leading global provider of communications solutions and services, today announced financial results for the fiscal 2012 second quarter and six months ended December 31, 2011. Globecomm is reporting its financial results on a generally accepted accounting principles (GAAP) basis as well as adjusted EBITDA and adjusted diluted net income per common share, both non-GAAP financial measures, for which the Company provides detailed reconciliations on the attached tables. The following are highlights:

* Service revenues for the quarter increased 15.6% to a record $54.7 million as compared to $47.3 million in the same period last year. For the six months ended December 31, 2011, service revenues increased 16.3% to a record $104.9 million as compared to $90.2 million in the same period last year.
* Infrastructure revenues for the quarter increased 76.4% to $40.5 million as compared to $23.0 million in the same period last year.
* Consolidated revenues for the quarter increased 35.5% to a record $95.2 million as compared to $70.2 million in the same period last year.
* GAAP diluted net income per common share of $0.41 for the quarter as compared to $0.08 in the same period last year. Adjusted diluted net income per common share for the quarter increased 53.3% to $0.23 as compared to $0.15 in the same period last year.
* Adjusted EBITDA for the quarter increased 47.5% to a record $12.0 million as compared to $8.1 million in the same period last year.

Fiscal Year 2012 Second Quarter Results

Revenues for the Company’s fiscal 2012 second quarter increased 35.5% to a record $95.2 million as compared to $70.2 million in the same period last year. Revenues from service increased 15.6% to a record $54.7 million, as compared to $47.3 million in the same period last year. The increase in service revenue was primarily driven by the Company’s acquisition of ComSource, completed on April 8th, 2011, which contributed $6.4 million, coupled with an increase in scope on a major government program in the Middle East. Revenue from infrastructure solutions increased 76.4% to $40.5 million, as compared to $23.0 million in the same period last year. The increase in infrastructure solutions revenues was primarily driven by revenues on a major government contract announced on September 8th 2011, which carries lower than traditional infrastructure margins and a revenue milestone achieved on a major wireless infrastructure contract.

Net income for the Company’s fiscal 2012 second quarter increased to $9.3 million or $0.41 per diluted share as compared to net income of $1.7 million, or $0.08 per diluted share in the same period last year. During the second quarter of fiscal 2012, the Company recorded a gain for the change in fair value of the earn-out as a result of recent changes in the forecasted performance of the previously announced acquisition of ComSource. In accordance with GAAP, this change in the fair value of the earn-out resulted in a $4.1 million ($0.18 per diluted share) gain to net income. In the same period last year, the Company recorded a $2.0 million charge ($0.09 per diluted share) relating to the previously announced acquisition of C2C and Evocomm and non-recurring tax adjustments benefit of $0.3 million ($0.02 per diluted share). Excluding these charges, adjusted net income per diluted share increased 53.3% to $0.23 as compared to $0.15 in the same period last year. Adjusted EBITDA for the Company’s fiscal 2012 second quarter increased to a record $12.0 million as compared to $8.1 million in the same period last year. The increase in adjusted EBITDA is primarily attributable to the operating leverage the Company is currently experiencing in the service segment as economies of scale are being recognized on a higher revenue base.

Fiscal Year 2012 Six Month Results

Revenues for the Company’s fiscal 2012 six months ended December 31, 2011 increased 34.6% to a record $166.2 million as compared to $123.4 million in the same period last year. Revenues from services increased 16.3% to a record $104.9 million as compared to $90.2 million in the same period last year. The increase in service revenue was primarily driven by the Company’s acquisition of ComSource, which contributed $10.6 million, coupled with an increase in scope on a major government program in the Middle East. Revenues from infrastructure solutions increased 84.3% to $61.3 million as compared to $33.3 million in the same period last year. The increase in infrastructure solutions revenues was primarily driven by revenues on the aforementioned major contract announced on September 8th 2011, which carries lower than traditional margins and a revenue milestone achieved on a major wireless infrastructure contract.

Net income for the Company’s fiscal 2012 six months ended December 31, 2011 increased to $18.6 million or $0.82 per diluted share as compared to net income of $3.8 million, or $0.18 per diluted share in the same period last year. During the Company’s fiscal 2012 six months ended December 31, 2011, the Company recorded gains for the change in fair value of the earn-out as a result of recent changes in the forecasted performance of the previously announced acquisition of ComSource. In accordance with GAAP, the changes in fair value of the earn-out resulted in $10.6 million ($0.47 per diluted share) of gain to net income. In the same period last year, the Company recorded a $2.1 million charge ($0.10 per diluted share) relating to the previously announced acquisition of C2C and Evocomm and a non-recurring tax benefit of $0.3 million ($0.02 per diluted share). Excluding these net adjustments, the Company’s adjusted diluted net income per common share for the fiscal year 2012 six months ended December 31, 2011 increased 34.6% to $0.35 from $0.26 in the same period last year. Adjusted EBITDA for fiscal 2012 six months ended December 31, 2011 increased to a record $20.2 million as compared to $14.5 in the same period last year. The increase in adjusted EBITDA is primarily attributable to the operating leverage the Company is currently experiencing in the service segment as economies of scale are being recognized on a higher revenue base.

Management’s Review of Results and Expectations

David Hershberg, Chairman and CEO, said “Globecomm continues to invest in R&D projects supporting emerging market trends such as enterprise private cloud-based applications, robust hybrid networks on maritime vessels and machine-to-machine networks. The backdrop of record second quarter revenues and operating cash flow is supporting these continued investments as we build for our future. As we look forward to the remainder of the year, the Company is poised to break revenue, adjusted EBITDA and operating cash flow records. We are proud of these achievements despite the pressure that the infrastructure segment of the business has been experiencing over the past few years in the face of a massive economic downturn.”

Keith Hall, President and COO, added “We are very excited about the growing number of market opportunities that leverage our global network. We continue to strengthen our value proposition within this global network by developing application-based solutions that apply to a wide range of existing and emerging market verticals. This next generation network vision has allowed us to diversify our customer base, which is prudent with the looming uncertainty in US Government budgets. I look forward to the back half of the year with record fiscal performance and setting the stage for fiscal 2013.”

Management’s Current Expectations for the Fiscal Year Ending June 30, 2012

Globecomm currently expects the following financial results for the fiscal year 2012:

* Consolidated revenues to be between $370 and $400 million.
* Service segment revenues to be between $220 and $230 million.
* GAAP diluted net income per common share to be between $1.20 and $1.25 (updated for the gain for the adjustment of the fair value of the earn-out). GAAP diluted net income per common share is subject to fluctuation due to adjustments of the fair value of the earn-out, specifically the finalization of the first year earn-out for the ComSource acquisition which ends March 31, 2012.
* Adjusted diluted net income per common share to be between $0.73 and $0.78, down from $0.73 to $0.83.
* Adjusted EBITDA to be between $42.5 and $44.0 million, down from $42.5 to $46.0 million.

Non-GAAP Measures

Adjusted EBITDA is a non-GAAP measure which represents net income before interest income, interest expense, provision for income taxes, depreciation, amortization expense, non-cash stock compensation expense, acquisition costs and earn-out fair value adjustments. Globecomm believes this provides greater transparency by helping illustrate comparability between current and prior periods. Under the accounting pronouncement on business combinations, effective in fiscal 2010 for the Company, acquisition related costs are required to be expensed rather than capitalized, and changes to the fair value of earn-out payments must be recognized in earnings. Therefore, the exclusion of acquisition related costs and the earn-out fair value adjustments in the adjusted EBITDA calculation provides better comparability.

Adjusted EBITDA does not represent cash flows as defined by GAAP. Globecomm discloses adjusted EBITDA since it is a financial measure commonly used in its industry. Because adjusted EBITDA facilitates internal comparisons of our historical financial position and operating performance on a more consistent basis, the Company also uses adjusted EBITDA in measuring performance relative to that of our competitors and in evaluating acquisition opportunities. The Company’s management regularly uses supplemental non-GAAP financial measures internally to understand, manage and evaluate the Company’s business and make operating decisions. Adjusted EBITDA is not meant to be considered a substitute or replacement for net income as prepared in accordance with GAAP. Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Reconciliation between GAAP diluted net income and adjusted EBITDA is provided in a table immediately following the Condensed Consolidated Balance Sheets.

Reconciliation of adjusted diluted net income per common share excludes earn-out fair value adjustments. These amounts are not in accordance with GAAP. However, Globecomm believes this measure provides greater transparency by helping illustrate comparability between current and prior periods. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP. The Company’s management regularly uses supplemental non-GAAP financial measures internally to understand, manage and evaluate the Company’s business and make operating decisions. Reconciliation between GAAP diluted net income per common share to adjusted diluted net income per share is provided in a table immediately following the Condensed Consolidated Balance Sheets.

About Globecomm Systems

Globecomm Systems Inc., or Globecomm, is a leading global provider of satellite-based managed network solutions. Employing our expertise in emerging communication technologies we are able to offer a comprehensive suite of system integration, system products, and network services enabling a complete end-to-end solution for our customers. We believe our integrated approach of in-house design and engineering expertise combined with a world-class global network and our 24 by 7 network operating centers provides us a unique competitive advantage. We are now taking this value proposition to selective vertical markets, including government, wireless, media, enterprise and maritime. As a network solution provider we leverage our global network to provide customers managed access services to the United States Internet backbone, video content, the public switched telephone network or their corporate headquarters, or government offices. We currently have customers for which we are providing such services in the United States, Europe, South America, Africa, the Middle East, and Asia.

Based in Hauppauge, New York, Globecomm also maintains offices in Maryland, New Jersey, Virginia, the Netherlands, South Africa, Hong Kong, Germany, Singapore, the United Arab Emirates and Afghanistan.

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based on management’s current expectations and observations. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to certain risks, uncertainties and assumptions that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the date of this press release. Over time, our actual results, performance or achievements may differ from those expressed or implied by our forward-looking statements, and such differences might be significant and materially adverse to our security holders.

We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in our most recent Annual Report on Form 10-K, and Quarterly Report on Form 10-Q, including without limitation under the captions ”Risk Factors” and ”Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other documents that we may file with the SEC, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this press release.

Source: Globecomm Systems Inc.

Contact:
For Globecomm Investor Relations information:
Matthew Byron, 631-457-1301
Senior Vice President, Corporate Office IR/M&A
ir@globecommsystems.com
or
Globecomm Systems Inc.
45 Oser Avenue
Hauppauge, NY 11788
Phone: 631-231-9800; Fax: 631-231-1557
Web: http://www.globecommsystems.com

 

Globecomm Systems Inc.

Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31, December 31, December 31,
2011 2010 2011 2010
Revenues from services
$
54,652
$
47,264
$
104,891
$
90,196
Revenues from infrastructure solutions 40,538 22,980 61,269 33,251
Total revenues 95,190 70,244 166,160 123,447
Costs and operating expenses:
Costs from services 35,821 33,718 69,786 64,077
Costs from infrastructure solutions 36,370 19,091 54,492 27,207
Selling and marketing 4,855 4,639 9,448 8,677
Research and development 1,748 910 3,504 2,009
General and administrative 8,391 6,875 16,734 12,986
Earn-out fair value adjustments (4,100) 2,012 (10,574) 2,149
Total costs and operating expenses 83,085 67,245 143,390 117,105
Income from operations 12,105 2,999 22,770 6,342
Interest income 57 42 112 100
Interest (expense) (157) (70) (322) (149)
Income before income taxes 12,005 2,971 22,560 6,293
Provision for income taxes 2,755 1,262 3,983 2,451
Net income $ 9,250 $ 1,709 $ 18,577 $ 3,842
Basic net income per common share
$
0.42
$
0.08
$
0.85
$
0.18
Diluted net income per common share
$
0.41
$
0.08
$
0.82
$
0.18
Weighted-average shares used in the

calculation of basic net income

per common share

22,038

21,218

21,903

21,126

Weighted-average shares used in the

calculation of diluted net income

per common share

22,656

21,827

22,594

21,689

Globecomm Systems Inc.
Condensed Consolidated Balance Sheets
(In thousands)
December 31, June 30,
2011 2011
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 50,368 $ 47,964
Accounts receivable, net 68,859 59,335
Inventories 49,552 42,429
Prepaid expenses and other current assets 6,064 5,620
Deferred income taxes - 1,642
Total current assets 174,843 156,990
Fixed assets, net 43,003 42,147
Goodwill 70,171 70,171
Intangibles, net 21,130 23,055
Other assets 2,028 2,248
Total assets $ 311,175 $ 294,611
Liabilities and Stockholders’ Equity
Current liabilities $ 79,463 $ 77,304
Other liabilities 4,132 9,248
Long term debt 17,625 20,675
Deferred income taxes 5,634 3,594
Total stockholders’ equity 204,321 183,790
Total liabilities and stockholders’ equity $ 311,175 $ 294,611
Globecomm Systems Inc.
Reconciliation of Net Income to adjusted EBITDA
(In thousands)
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31, December 31, December 31,
2011 2010 2011 2010
Net income
$
9,250
$
1,709
$
18,577
$
3,842
Adjustments:
Interest (income) (57) (42) (112) (100)
Interest expense 157 70 322 149
Earn-out fair value adjustments (4,100) 2,012 (10,574) 2,149
Provision for income taxes 2,755 1,262 3,983 2,451
Depreciation and amortization 3,049 2,133 6,196 4,327
Stock compensation expense 905 963 1,765 1,716
Adjusted EBITDA $ 11,959 $ 8,107 $ 20,157 $ 14,534
Globecomm Systems Inc. Reconciliation of adjusted diluted Net Income per common share (Unaudited)
Three Months Ended Six Months Ended
December 31, December 31, December 31, December 31,
2011 2010 2011 2010
Diluted net income per common share
$
0.41
$
0.08
$
0.82
$
0.18
Earn-out fair value adjustments (0.18) 0.09 (0.47) 0.10
Non-recurring tax adjustments (A) - (0.02) - (0.02)
Adjusted diluted net income per common share
$
0.23
$
0.15
$
0.35
$
0.26

(A) Amount represents non-recurring tax adjustment related to research and development tax credits for fiscal year 2010.

 

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ABB to Acquire Thomas & Betts for $3.9 Billion to Become Major Player in North American Low-Voltage Products Market

Monday, January 30th, 2012

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ABB and Thomas & Betts announce agreement pursuant to which ABB will acquire Thomas & Betts for $72 per share in cash
ABB gains access to Thomas & Betts network of more than 6,000 distributor locations and wholesalers in North America
Transaction doubles ABB’s addressable low-voltage products market to approximately $24 billion in North America and enables distribution of Thomas & Betts products through ABB’s extensive global network
Furthers ABB’s 2015 strategy to expand its geographic and product scope in one of its most profitable businesses
Approximately $200 million in expected annual synergies by 2016

ZURICH, Switzerland & MEMPHIS, Tenn — (CRWENEWSWIRE) — ABB (NYSE:ABB), the leading power and automation technology group, and Thomas & Betts Corporation (NYSE:TNB), a North American leader in low voltage products, today announced that both companies’ boards of directors have agreed to a transaction in which ABB will acquire Thomas & Betts for $72 per share in cash or approximately $3.9 billion.

The acquisition price represents a 24 percent premium to Thomas & Betts’ closing stock price on Jan. 27, 2012 and a 35 percent premium to the volume weighted average stock price over the past 60 trading days. The transaction is subject to approval by Thomas & Betts shareholders as well as to customary regulatory approvals, and is expected to close by the middle of 2012.

The complementary combination of Thomas & Betts’ electrical components and ABB’s low-voltage protection, control and measurement products would create a broader low voltage portfolio that can be distributed through Thomas & Betts’ network of more than 6,000 distributor locations and wholesalers in North America, and through ABB’s well established distribution channels in Europe and Asia. The combined product portfolio and enhanced distribution network will enable ABB to double its addressable market in North America to approximately $24 billion.

Thomas & Betts is a well-run company with strong brands and excellent distribution channels in the world’s largest low-voltage products market,” said Joe Hogan, ABB’s CEO. “Because our products are complementary, we’ll go to market with one of the broadest offerings in the industry. That creates strong growth opportunities for both ABB and Thomas & Betts, and gives customers and distributors one-stop access to one of the widest ranges of low voltage products.

“Strategically, it’s a great fit,” Hogan added. “This is another big step toward our goal of expanding our presence in the key North American market. The transaction clearly supports our 2015 growth and profitability targets, and meets all of our return-on-investment criteria for creating shareholder value.”

“This transaction delivers significant value to our shareholders and will enable Thomas & Betts to accelerate our global growth strategy,” said Thomas & Betts Chairman and CEO Dominic J. Pileggi. “The combination will also enable us to provide our North American customers and distributor network with a broader portfolio of products and will provide long-term opportunities to our employees. This is the right time for this transaction and I believe strongly that ABB is the right partner for our business going forward.”

Thomas & Betts, combined with ABB’s North American low-voltage products business, will become a new global business unit led out of Memphis, TN, under the leadership of Pileggi.

Thomas & Betts employs approximately 9,400 people and is estimated to report 2011 revenues of approximately $2.3 billion and earnings before interest, taxes, depreciation and amortization of approximately $390 million. The company will report its full-year results later today Central European Time. Its main business is the manufacture of low-voltage and ultralow-voltage electrical products such as connectors, conduits and fittings as well as wiring management products for the construction, industrial and utilities markets. These are complementary to the offering of ABB’s Low Voltage Products division, which includes products such as breakers and switches. In addition, Thomas & Betts has a leading logistics model with its distributors that allows simple, single invoicing and fast delivery of its full product scope. Thomas & Betts also supplies towers for electrical power transmission and has a business that produces heating, ventilation and air conditioning units, both new to ABB but related to its core power and automation focus.

ABB has secured a $4 billion, fully underwritten bridge financing commitment from Bank of America Merrill Lynch which will be repaid through a combination of cash and the issuance of debt. The transaction is expected to be accretive within the first year after it closes prior to one-time charges and implementation costs. ABB expects the transaction will deliver approximately $200 million in annual synergies by 2016. The majority of cost synergies are expected to come from sourcing and purchasing efficiencies.

“This is a unique opportunity for ABB to grow in the largely untapped North American low-voltage products market,” said Tarak Mehta, Executive Committee member responsible for ABB’s Low Voltage Products division, into which Thomas & Betts will be integrated as a stand-alone unit. “We plan to keep and build on Thomas & Betts’ strong brand and product names. We have complementary products that can be sold together already today and other products that will take some time to introduce to customers.”

“ABB and Thomas & Betts share a common culture. We admire the in-depth industry expertise and enthusiasm of the Thomas & Betts team and their excellent long-term relationship with distributors and wholesalers,” Mehta said. “We will continue Thomas & Betts’ successful business model with its distribution, wholesalers and OEM customers and the Thomas & Betts executive team will lead and drive the successful development of the new business unit.”

Under the terms of the agreement, the transaction is structured as a merger requiring approval of a majority of Thomas & Betts shareholders at a special meeting, which is expected to take place in the second quarter. Closure of the transaction is also conditioned on customary regulatory approvals, including in both North America and Europe.

Bank of America Merrill Lynch acted as financial adviser to ABB and will provide the bridge financing facility and Kirkland & Ellis LLP acted as legal advisor. Deutsche Bank Securities Inc. acted as financial adviser to Thomas & Betts and Davis Polk & Wardwell LLP as legal advisor.

ABB (www.abb.com) is a leader in power and automation technologies that enable utility and industry customers to improve their performance while lowering environmental impact. The ABB Group of companies operates in around 100 countries and employs about 130,000 people. The company’s North American operations, headquartered in Cary, North Carolina, employ over 18,000 people in multiple manufacturing, service and other major facilities and reported approximately $5 billion in revenue for the first nine months of 2011.

Thomas & Betts is a global leader in the design, manufacture and marketing of essential components used to manage the connection, distribution, transmission and reliability of electrical power in industrial, construction and utility applications. With a portfolio of over 200,000 products marketed under more than 45 premium brand names, Thomas & Betts products are found wherever electricity is used. Headquartered in Memphis, TN, Thomas & Betts has manufacturing facilities in 20 countries and approximately 9,400 employees. For more information, please visit www.tnb.com.

More information

ABB and Thomas & Betts will host an analyst, investors and media conference call starting at 09:00 a.m. Central European Time (CET) (08.00 a.m. in the UK, 03.00 a.m. EST, 02.00 a.m. CST). UK callers should dial +44 203 059 5862. From Sweden, +46(0) 85 051 0031, and from the rest of Europe, +41 91 610 5600. Lines will be open 15 minutes before the start of the conference. Audio playback of the call will start one hour after the call ends and will be available for 24 hours: Playback numbers: +44 207 108 6233 (UK), +41 91 612 4330 (rest of Europe) or +1 866 416 2558 (US/Canada). The code is 17475 followed by the # key. A podcast of the call will be available on www.abb.com/news.

A further conference call for US analysts, investors and media is scheduled to begin today at 14:30 p.m. CET (13:30 p.m. in the UK, 08:30 a.m. EST, 07.30 a.m. CST). Callers should dial +1 866 291 4166 (from the US/Canada) or +41 91 610 5600 (Europe and the rest of the world). Callers are requested to phone in 15 minutes before the start of the call. The audio playback of the call will start one hour after the end of the call and be available for 24 hours commencing one hour after the conference call. Playback numbers: +1 866 416 2558 (US/Canada) or +41 91 612 4330 (Europe and the rest of the world). The code is 19163, followed by the # key. A podcast of the call will be available on www.abb.com/news.

Pictures are available at www.abb.com/news

ABB forward-looking statements

This press release contains “forward-looking statements” relating to the acquisition of Thomas & Betts by ABB. Such forward-looking statements are based on current expectations but are subject to risks and uncertainties, many of which are difficult to predict and are beyond the control of ABB, which could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks and uncertainties, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time frame. Additional risks and uncertainties relating to the acquisition include: required regulatory approvals may not be obtained in a timely manner, if at all; the anticipated benefits of the acquisition, including synergies, may not be realized; and the integration of Thomas & Betts operations with those of ABB may be materially delayed or more costly or difficult than expected. Forward-looking statements in the press release should be evaluated together with the many uncertainties that affect ABB’s business, particularly those identified in the cautionary factors discussion in ABB’s Annual Report on Form 20-F for the year ended Dec. 31, 2010. ABB undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Thomas & Betts forward-looking statements

This press release includes forward-looking statements which make assumptions regarding the company’s operations, business, economic and political environment. Actual results may be materially different from any future results expressed or implied by such forward-looking statements. The company undertakes no obligation to publicly release any revisions to any forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this release or to reflect the occurrence of unanticipated events.

Additional information

In connection with the meeting of Thomas & Betts shareholders to be held with respect to the proposed merger, Thomas & Betts will file a proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain a free copy of the proxy statement (when available) and other relevant documents filed by Thomas & Betts with the SEC from the SEC’s website at http://www.sec.gov and from Thomas & Betts by directing a request to Thomas & Betts, 8155 T&B Boulevard, Memphis, TN 38125. Attention: Investor Relations.

Thomas & Betts and its directors, executive officers and certain other employees may be deemed to be participants in the solicitation of proxies of Thomas & Betts shareholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Thomas & Betts directors and executive officers by reading Thomas & Betts’ proxy statement for its 2011 annual meeting of shareholders, which was filed with the SEC on March 11, 2011. Additional information regarding potential participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and other relevant materials filed by Thomas & Betts with the SEC in connection with the proposed merger when they become available.

Source: Thomas & Betts Corporation

Contact:
ABB Media Relations:
Thomas Schmidt, Antonio Ligi
(Zurich, Switzerland)
Tel. +41 43 317 6568
media.relations@ch.abb.com
or
ABB Investor Relations:
Switzerland: Tel. +41 43 317 7111
USA: Tel. +1 203 750 7743
investor.relations@ch.abb.com
or
Thomas & Betts Media and Investor Relations:
Tricia Bergeron, Tel. +1 (901) 252 8266
tricia.bergeron@tnb.com

 

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THIS IS NOT A RECOMMENDATION TO BUY OR SELL ANY SECURITY!

Disclaimer: Never invest in any stock featured on our site or emails unless you can afford to lose your entire investment. CRWENewswire.com publisher and its affiliates and contractors are not registered investment advisers or broker/dealers. Our disclaimer is to be read and fully understood before using our site, reading our newsletter or joining our email list. Release of Liability: Through use of this website viewing or using, you agree to hold CRWENewswire.com report and Crown Equity Holdings Inc. CRWE, its operators, shareholders, employees and/or contractors harmless and to completely release them from any and all liability due to any and all loss (monetary or otherwise), damages (monetary or otherwise) that you may occur. (Read more at http://crwenewswire.com/disclaimer). Rule 17B requires disclosure of payment for investor relations. Crown Equity Holdings Inc. (CRWE.OB) is a media-advertisement and newswire company. Crown Equity Holdings Inc. (CRWE.OB), in some cases, provides media advertising and public awareness for both public and private companies, as well as disseminating news. As such, in some cases, when Crown Equity Holdings Inc. (CRWE.OB) advertises for a particular client, Crown Equity Holdings Inc. (CRWE.OB) charges an advertising fee which it must disclose under 17B. The fee may be in cash, in free trading stock or in restricted stock. Crown Equity Holdings Inc. (CRWE.OB), if paid in stock, can and may sell those securities during the advertising period.

 
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Magma Acquisition by Synopsys to Provide Customers With State-of-the-Art Mixed-Signal, Digital and Analog Design Solutions That Enable More Profitable Silicon

Thursday, December 1st, 2011

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SAN JOSE, Calif., Nov. 30, 2011 (CRWENEWSWIRE) — Magma Design Automation Inc. (Nasdaq:LAVA), a provider of chip design software, today announced the company has entered into a definitive agreement to be acquired by Synopsys (Nasdaq:SNPS), a world leader in software and IP used in the design, verification and manufacture of electronic components and systems headquartered in Mountain View, Calif. The combination of the two companies’ technologies, development capabilities, support teams and sales channels will provide chip designers with greater access to state-of-the art electronic design automation (EDA) solutions that enable more profitable silicon.

Under the terms of the merger agreement, Synopsys will acquire Magma for $7.35 per Magma share in cash, resulting in a transaction value of approximately $507 million net of cash and debt acquired. The closing of the merger is subject to customary conditions, including approval by Magma stockholders as well as U.S. regulators.

Magma and Synopsys have always shared a common goal of enabling chip designers to improve performance, area and power while reducing turnaround time and costs on complex ICs,” said Rajeev Madhavan, CEO of Magma. “By joining forces now we can ensure that chip designers have access to the advanced technology they need for silicon success at 28, 20 nanometer and below.”

About Magma

Leading semiconductor companies worldwide use Magma’s electronic design automation (EDA) software to produce chips for a wide variety of vertical markets including tablet computing, mobile devices, electronic games, digital video, networking, military/aerospace and memory. Silicon One, Magma’s technology solutions for emerging silicon, address time to market, product differentiation, cost and performance while making silicon more profitable. Magma products include software for digital design, analog implementation, mixed-signal design, physical verification, circuit simulation, characterization and yield management. The company maintains headquarters in San Jose, Calif., and offices throughout North America, Europe, Japan, Asia and India. Magma’s stock trades on Nasdaq under the ticker symbol LAVA. Follow Magma on Twitter at www.Twitter.com/MagmaEDA and on Facebook at www.Facebook.com/Magma. Visit Magma Design Automation on the Web at www.magma-da.com.

Magma is a registered trademark of Magma Design Automation Inc. All other product and company names are trademarks or registered trademarks of their respective companies.

Forward-Looking Statements:

Except for the historical information contained herein, the matters set forth in this press release, including statements about the expected benefits of the proposed transaction and the anticipated product plans and strategies for the combined company, 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 could cause actual results to differ materially including, but not limited to delays in or failure to satisfy required closing conditions, including the receipt of required regulatory approvals with respect to the transaction; failure to consummate or delay in consummating the transaction for other reasons; the possibility that the expected benefits may not materialize as expected; failure to successfully integrate the products, infrastructure and employees of Magma and Synopsys; and the companies’ abilities to keep pace with rapidly changing technology and their products’ abilities to produce desired results. Further discussion of these and other potential risk factors may be found in Magma’s public filings with the Securities and Exchange Commission (www.sec.gov). The forward-looking statements set forth in this press release speak only as of the date hereof and Magma undertakes no obligation to update these forward-looking statements due to subsequent events or circumstances.

Additional Information and Where to Find It

In connection with the proposed merger, Magma Design Automation, Inc. (”Magma”) will file a proxy statement and other relevant documents concerning the transaction with the Securities and Exchange Commission (”SEC”). The definitive proxy statement will be mailed to stockholders of Magma. Investors and stockholders of Magma are urged to read the definitive proxy statement and other relevant documents when they become available because they will contain important information about the transaction. Copies of these documents (when they become available) may be obtained free of charge by making a request to Magma’s Investor Relations Department either in writing to Magma Design Automation, Inc., 1650 Technology Drive, San Jose, California 95110 or by telephone to (408) 565-7799. In addition, documents filed with the SEC by Magma may be obtained free of charge at the SEC’s website at www.sec.gov or by clicking on “SEC Filings” in the “Investors” section of Magma’s website at www.magma-da.com.

Magma and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Magma’s stockholders in respect of the transaction. Information regarding Magma’s directors and executive officers is contained in Magma’s proxy statement for its 2011 Annual Meeting of Stockholders filed with the SEC on August 29, 2011. Additional information regarding Magma’s directors, executive officers and other persons who may, under rules of the SEC, be considered participants in the solicitation of proxies in connection with the transaction, including their respective interest in the transaction by security holdings or otherwise, will be set forth in the definitive proxy statement concerning the transaction when it is filed with the SEC. Each of these documents is, or will be, available as described above.

Source: Magma Design Automation Inc.

Contact:

Magma Contacts:
Press Relations
Monica Marmie
Director, Corporate Marketing
(408) 565-7689
mmarmie@magma-da.com
Investor Relations
Greg Wagenhoffer
Vice President, Finance
(408) 565-7799
gregw@magma-da.com

 

 

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Disclaimer: Never invest in any stock featured on our site or emails unless you can afford to lose your entire investment. CRWENewswire.com publisher and its affiliates and contractors are not registered investment advisers or broker/dealers. Our disclaimer is to be read and fully understood before using our site, reading our newsletter or joining our email list. Release of Liability: Through use of this website viewing or using, you agree to hold CRWENewswire.com report and Crown Equity Holdings Inc. CRWE, its operators, shareholders, employees and/or contractors harmless and to completely release them from any and all liability due to any and all loss (monetary or otherwise), damages (monetary or otherwise) that you may occur. (Read more at http://crwenewswire.com/disclaimer). Rule 17B requires disclosure of payment for investor relations. Crown Equity Holdings Inc. (CRWE.OB) is a media-advertisement and newswire company. Crown Equity Holdings Inc. (CRWE.OB), in some cases, provides media advertising and public awareness for both public and private companies, as well as disseminating news. As such, in some cases, when Crown Equity Holdings Inc. (CRWE.OB) advertises for a particular client, Crown Equity Holdings Inc. (CRWE.OB) charges an advertising fee which it must disclose under 17B. The fee may be in cash, in free trading stock or in restricted stock. Crown Equity Holdings Inc. (CRWE.OB), if paid in stock, can and may sell those securities during the advertising period.

 
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Gilead Sciences to Acquire Pharmasset, Inc. for $11 Billion

Monday, November 21st, 2011

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- Accelerates Development of All-Oral Regimen for the Treatment of HCV -

- Leverages Gilead’s Infrastructure and Expertise in Antiviral Drug Development, Manufacturing and Commercialization -

FOSTER CITY, Calif. & PRINCETON, N.J.–(CRWENEWSWIRE) — Gilead Sciences, Inc. (Nasdaq:GILD) and Pharmasset, Inc. (Nasdaq:VRUS) announced today that the companies have signed a definitive agreement under which Gilead will acquire Pharmasset for $137 per share in cash. The transaction, which values Pharmasset at approximately $11 billion, was unanimously approved by Pharmasset’s Board of Directors. Gilead plans to finance the transaction with cash on hand, bank debt and senior unsecured notes. The company expects the transaction, when completed, to be dilutive to Gilead’s earnings through 2014 and accretive in 2015 and beyond. Further guidance will be provided when the transaction closes, which is expected to be in the first quarter of 2012.

Pharmasset currently has three clinical-stage product candidates for the treatment of chronic hepatitis C virus (HCV) advancing in trials in various populations. The company’s lead product candidate, PSI-7977, an unpartnered uracil nucleotide analog, has recently been advanced into two Phase 3 studies in genotype 2 and 3 patients. Both studies will utilize 12 weeks of treatment with PSI-7977 in combination with ribavirin. One study will compare this all-oral regimen against 24 weeks of the standard-of-care pegylated interferon/ribavirin in treatment-naïve patients, and the second study will compare the all-oral regimen to placebo in interferon-intolerant/ineligible patients. A third Phase 3 study in genotype 1 patients will be initiated in the second half of 2012, the design of which is dependent on the outcome of Phase 2 studies which are evaluating PSI-7977 in various combinations in genotype 1-infected patients. If successful, this strategy could lead to an initial U.S. regulatory approval of PSI-7977 in 2014. PSI-938, an unpartnered guanosine nucleotide analog, is being tested in a Phase 2b interferon-free trial as monotherapy and in combination with PSI-7977 in subjects with HCV of all viral genotypes. Mericitabine (RG7128), a cytidine nucleoside analog, is partnered with Roche and is being evaluated in three Phase 2b trials. Roche is responsible for all aspects of the development of mericitabine.

“The acquisition of Pharmasset represents an important and exciting opportunity to accelerate Gilead’s effort to change the treatment paradigm for HCV-infected patients by developing all-oral regimens for the treatment of the disease regardless of viral genotype,” said John C. Martin, PhD, Chairman and Chief Executive Officer of Gilead. “Pharmasset presented compelling Phase 2 data earlier this month further characterizing the strong efficacy and safety profile of PSI-7977. The compound, together with Pharmasset’s other pipeline candidates, represents a strong strategic fit with Gilead’s vision, pipeline and capabilities. This transaction will serve to drive the long-term growth of our business, and we look forward to working closely with the Pharmasset team to advance a broad clinical program in HCV to address the unmet needs of patients and the medical community.”

“We are excited to join together with Gilead, which shares our commitment to providing HCV patients with new, highly efficacious and safe oral therapies,” said Schaefer Price, President and Chief Executive Officer, Pharmasset. “We are very encouraged by the data from our Phase 2 studies of PSI-7977 and believe strongly in the potential of this compound to be a component in the transformation of the treatment of chronic HCV. Gilead’s established expertise and leadership in the field of antiviral drug development and commercialization, coupled with the company’s existing portfolio of promising compounds for HCV, make this partnership an ideal step to fully realize the potential of our promising molecules as part of future all-oral combination therapies for millions of patients in need around the world.”

Gilead’s research and development portfolio includes seven unique molecules in various stages of clinical development for the treatment of HCV. Pegylated interferon in combination with ribavirin is currently part of the standard of care treatment for patients with chronic hepatitis C. Gilead is focused on advancing multiple compounds with different mechanisms of action and resistance profiles in combinations that will support delivery of an all-oral regimen that would eliminate the need for pegylated interferon. Three separate all-oral Phase 2 studies are currently ongoing, and Gilead expects clinical data from these studies to become available in 2012 and early 2013. Pharmasset’s compounds are complementary to Gilead’s existing HCV portfolio, and the transaction will help advance Gilead’s effort to develop an all-oral regimen for the treatment of HCV.

Terms of the Transaction

Under the terms of the merger agreement, a wholly-owned subsidiary of Gilead will promptly commence a tender offer to acquire all of the outstanding shares of Pharmasset’s common stock at a price of $137 per share in cash. Following successful completion of the tender offer, Gilead will acquire all remaining shares not tendered in the offer through a second step merger at the same price as in the tender offer.

The consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Pharmasset shares on a fully diluted basis, the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act, and other customary conditions. The tender offer is not subject to a financing condition.

The $137 per share price in the transaction represents an 89% premium to Pharmasset’s closing share price on Friday, November 18, 2011, the last trading day prior to announcement, and 59% to Pharmasset’s all time high closing stock price.

Gilead has received commitments from Bank of America Merrill Lynch and Barclays Capital in connection with financing of the transaction.

Barclays Capital and Bank of America Merrill Lynch are acting as financial advisors to Gilead in the transaction. Morgan Stanley & Co. LLC is acting as the financial advisor to Pharmasset. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Gilead and Sullivan & Cromwell LLP is serving as legal counsel to Pharmasset.

Conference Call

Gilead will host a conference call today, Monday, November 21, 2011, at 8:00 a.m. Eastern Time, to discuss the proposed acquisition. To access the live call, please dial 1-800-599-9829 (U.S.) or 1-617-847-8703 (international). The conference passcode number is 61526607. Telephone replay is available approximately one hour after the call through 11:00 a.m. Eastern Time, November 24, 2011. To access, please call 1-888-286-8010 (U.S.) or 1-617-801-6888 (international). The conference passcode number for the replay is 39677531. The information provided on the teleconference is only accurate at the time of the conference call, and Gilead will take no responsibility for providing updated information.

About Pharmasset

Pharmasset is a clinical-stage pharmaceutical company committed to discovering, developing and commercializing novel drugs to treat viral infections. Pharmasset’s primary focus is the development of oral therapeutics for the treatment of hepatitis C virus (HCV) infection. Pharmasset’s research and development efforts are focused on nucleoside/tide analogs, a class of compounds which act as alternative substrates for the viral polymerase, thus inhibiting viral replication.

About Gilead Sciences

Gilead Sciences is a biopharmaceutical company that discovers, develops and commercializes innovative therapeutics in areas of unmet medical need. Gilead’s mission is to advance the care of patients suffering from life-threatening diseases worldwide. Headquartered in Foster City, California, Gilead has operations in North America, Europe and Asia Pacific.

Forward-Looking Statement

This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the companies’ and members of their senior management team. Forward-looking statements include, without limitation, statements regarding business combination and similar transactions, prospective performance and opportunities and the outlook for the companies’ businesses, including, without limitation, the ability of Gilead to advance Pharmasset’s product pipeline or develop an all-oral antiviral regimen for HCV, performance and opportunities and regulatory approvals, the anticipated timing of data from clinical data; the possibility of unfavorable results of the companies’ clinical trials; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Pharmasset’s stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of the transaction on relationships with employees, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; and other risks and uncertainties detailed from time to time in the companies’ periodic reports filed with the Securities and Exchange Commission, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. All forward-looking statements are based on information currently available to the companies, and the companies assume no obligation to update any such forward-looking statements.

Additional Information and Where to Find It

The tender offer described in this document has not yet commenced. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Pharmasset. At the time the offer is commenced, Gilead will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission, and Pharmasset will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer. Pharmasset stockholders and other investors are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement because they will contain important information which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of Pharmasset at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the Commission’s web site at www.sec.gov. Free copies of these materials and certain other offering documents will be made available by Gilead by mail to Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404, attention: Investor Relations.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Gilead and Pharmasset file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by Gilead or Pharmasset at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. Gilead’s and Pharmasset’s filings with the Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at www.sec.gov.

For more information on Gilead Sciences, please visit the company’s website at www.gilead.com or call Gilead Public Affairs at 1-800-GILEAD-5 or 1-650-574-3000.

Source: Pharmasset, Inc.

Contact:
Gilead
Susan Hubbard, 650-522-5715 (Investors)
Amy Flood, 650-522-5643 (Media)
or
Pharmasset
Richard E.T. Smith, 609-865-0693 (Investors)
or
Sard Verbinnen & Co
Andrew Cole/Chris Kittredge, 212-687-8080 (Media)

 

 

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