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Vertical Announces Acquisition of ComdialCAMBRIDGE, Mass. --(Business Wire)-- Sept. 6, 2005 -- Vertical to Acquire the Assets of Comdial Corporation Subject to Completion of Financing Vertical Communications (ASFT.OB), a leading provider of next-generation, IP-based phone systems and applications that help businesses better serve their customers, announced that its bid to acquire Comdial Corporation (OTC BB: CMDZE.OB) has been successful. On September 1, 2005, the United States Bankruptcy Court for the District of Delaware approved an Asset Purchase Agreement by and between the company, Comdial, and Vertical Communications Acquisition Corporation, a direct wholly owned subsidiary of the company. The terms of the deal as filed with the United States Bankruptcy Court for the State of Delaware include consideration paid to creditors and assumed liabilities of approximately $20 million. Vertical is obligated to close the transaction by September 28, 2005, which will require the company to obtain additional capital, most likely in the form of a combination of additional lender financing and a private issuance of the company's common or preferred stock, on or before this date. "Vertical's vision is to help customers transform phone systems and voice applications from expense items and 'infrastructure' to business intelligence weapons that help organizations deliver exceptional customer service, dramatically reduce communications costs and significantly improve the operational efficiency of their businesses," said Bill Tauscher, Chairman and CEO of Vertical Communications. "We are acquiring Comdial because they have excellent products, a loyal, established channel and a team of telephony experts that will add value to our company, accelerate our growth and help us realize this vision faster on behalf of our customers." The combination of Vertical and Comdial will create a significant player within the IP-PBX space, with the momentum to make a greater impact on the IP telephony market. With reported revenues of $39.58 million for the 12 months ended December 31, 2004, the addition of Comdial approximately doubles the size of Vertical from a revenue perspective. Since its inception in 1982, Comdial has delivered digital and IP-PBX phone systems to approximately 400,000 small and medium-sized business customers, representing more than $1 billion in installed systems. In 2004 alone, the company shipped 278,900 total PBX/IP-PBX lines. Comdial sells to SMB customers through an active channel of value-added resellers and systems integrators, and today has more than 800 authorized dealers in the US. Vertical believes that dealers and customers will benefit from the company's larger combined research and development spend, which will accelerate the development and delivery of next-generation products. They will also benefit from a larger consolidated marketing spend, which will allow the company to launch more robust awareness and demand generation programs designed to raise the company's profile, increase the number of deals the company participates in, and improve the company's win rate. In addition, the company believes that the combined Vertical and Comdial product set will create a more complete end-to-end product offering for customers. Comdial filed for Chapter 11 reorganization on May 26, 2005 in a voluntary petition to the United States Bankruptcy Court of the State of Delaware. For a more detailed description of the terms and conditions of the acquisition, please see the company's form 8-K filed on September 2, 2005. About Vertical Vertical Communications, Inc. is a leading provider of next-generation IP-based voice and data communications systems for business. Vertical combines voice and data technologies with business process understanding to deliver integrated IP-PBX and application solutions that enhance customer service and business productivity. Vertical's customers are leading companies of all sizes - from small to large and distributed - and include CVS/pharmacy, Household International and Apria Healthcare. Vertical is headquartered in Cambridge, Mass. and delivers its solutions through a worldwide network of systems integrators, resellers and distributors. For more information, please visit the company's Website at www.vertical.com. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to important facts and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements in this release address a variety of subjects, including, without limitation, statements about the benefits the Company expects to achieve upon the acquisition of the assets of Comdial, including, without limitation, the benefits that the acquisition will have on the Company's dealers and customers; the Company's ability to satisfy all conditions to close the acquisition; including, without limitation, its ability to raise the required capital to fund the purchase price; the Company's assumptions about the future performance of the Comdial assets; the Company's ability to achieve certain synergies and economies of scale upon the completion of the acquisition; the Company's ability to become a significant player within the IP-PBX telephony market; the Company's ability to meet the future obligations that it will incur after the closing of the acquisition, and others. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that the Company may fail to achieve the anticipated benefits from the acquisition, including, without limitation, failing to obtain the desired benefits for the Company's dealers and customers; the risk that the Company may be unable to meet all of its obligations to close the acquisition, including, without limitation, the risk that the Company may be unable to obtain equity or lender financing on terms favorable to, or acceptable by, the Company on or before the date set to close the acquisition; the risk that the Company's assumptions about the future performance of the Comdial assets may prove to be incorrect; the risk that the Company may be unable to achieve the desired synergies and economies of scale upon the completion of the acquisition; the risk that the Company may be unable to become a significant player within the IP-PBX telephony market; the risk that the Company may be unable to meet its future obligations upon the closing of the acquisition; and other risks and assumptions detailed in the Company's filings with the Securities and Exchange Commission. Trademark Information Vertical Communications and the Vertical Communications logo and combinations thereof are trademarks of Vertical Communications, Inc. Artisoft, TeleVantage, InstantOffice and Vertical Networks are registered trademarks of Artisoft, Inc. All other brand and product names are used for identification only and are the property of their respective holders. |
