PRESS RELEASE, DATED JUNE 1, 1999
CONTACT: TOM WALDROP LISA ANSILIO
BILL KIRCOS
Intel Business Press Intel Investor Relations Intel Trade Press
(408) 765-8478 (408) 765-1910 (408) 765-9919
tom.waldrop@intel.com lisa.ansilio@intel.com bill.kircos@intel.com
Jane Mazur Tom Amato
Dialogic Public Relations Dialogic Investor Relations
(973) 993-3000 ext. 6118 (973) 993-3000 ext. 6813
J.Mazur@dialogic.com T.Amato@dialogic.com
INTEL TO ACQUIRE DIALOGIC FOR APPROXIMATELY $780 MILLION
ACQUISITION TO EXPAND INTEL'S SERVER BUSINESS IN GROWING
COMMUNICATIONS MARKET SEGMENT
NOTE: Intel and Dialogic executives will host a teleconference to discuss the
details of this agreement and answer questions today at 1:00 p.m. EDT, 10:00
a.m. PDT. Press and analysts who are interested in hearing about this
announcement may join the teleconference by dialing (800) 967-7184.
International participants may dial (719) 457-2633. The confirmation number is
703646 for all participants. A full recording of the briefing can be accessed
through June 11 by dialing (800) 839-8343 or (402) 220-1732.
SANTA CLARA, Calif., and PARSIPPANY, New Jersey, June 1, 1999 -- Intel
Corporation and Dialogic Corporation today announced that they have entered into
a definitive agreement under which Intel would acquire Dialogic for $44 per
share in an all-cash tender offer valued at approximately $780 million.
The acquisition is aimed at expanding Intel's standard-high-volume (SHV)
server business in the multibillion-dollar networking and telecommunications
market segment by providing industry vendors with standards-based hardware and
software building blocks for integrated voice and data networks.
Dialogic is a global leader in standards-based computer telephony software,
network interfaces and media processing boards that run on Intel-based servers.
The company provides key building blocks and technical services that industry
manufacturers, application developers and service providers use to develop
value-added solutions for combined voice and data networks. Dialogic products
are used in voice, fax, data, speech recognition, call center management,
Internet Protocol (IP) telephony and enhanced services applications in both
enterprise and service provider market segments.
"This merger strengthens Intel's position as a key supplier to the
converging Internet and telecommunications industry," said Craig Barrett,
president and chief executive officer of Intel. "Our goal is to make Intel-
based servers the foundation of e-business and communications applications based
on integrated voice and data networks."
"The merger benefits Dialogic and its customers by broadening our products
and services to accelerate the emergence of high-value, open communications
servers and solutions," said Howard Bubb, Dialogic's president and chief
executive officer, who will join Intel as a vice president of the company's
Enterprise Server Group and president of its Dialogic subsidiary.
Intel and Dialogic recognize a significant opportunity in providing the
Internet and telecommunication industry segments with standards-based platforms
for voice-enabled server applications. The companies will focus on expanding
their combined business by bringing to the communications industry the benefits
of SHV server platforms, including faster time-to-market, a broader selection of
applications, and lower deployment costs.
Under the agreement, Dialogic will become a wholly owned subsidiary of
Intel, reporting within Intel's Enterprise Server Group. Dialogic employees will
continue as employees of the new subsidiary. The companies do not anticipate any
immediate changes to their respective product lines, and Dialogic intends to
deliver products to customers under existing agreements and to continue its
existing manufacturing relationships.
"Intel and Dialogic share a technology vision and a commitment to standards
that makes this merger a natural evolution for us both," said John Miner, Intel
vice president and general manager of the Enterprise Server Group.
Pursuant to the agreement, a cash tender offer to acquire all of the
outstanding shares of Dialogic common stock will be commenced by Intel on June
7, 1999, and will remain open until 12 o'clock midnight New York City time on
Friday, July 2, 1999. The Board of Directors of Dialogic has approved the
definitive agreement and has unanimously recommended that Dialogic stockholders
tender their shares pursuant to the offer. Intel's obligations to accept shares
tendered in the offer will be conditioned upon the tender of a majority of
outstanding Dialogic shares on a fully-diluted basis, regulatory review and
other customary conditions. Dialogic founders and board members holding
approximately 33 percent of the outstanding shares have agreed to tender their
shares in the offer. It is expected that all shares not purchased in the tender
offer will be converted into the right to receive $44 per share in a second-step
merger following the tender offer.
Dialogic Corporation (OTC:DLGC) was founded in 1983 and has 1,200 employees
worldwide. The company is the leading supplier of a variety of award winning
computer telephony products used by OEMs, application developers and
communication service providers. The company had 1998 revenues of $294 million
and has grown at an average compound annual growth rate of 25 percent in the
past five years. Headquartered in Parsippany, New Jersey, Dialogic also has
design teams in New Zealand, Israel, Boston, and Santa Clara, along with sales
offices in 13 countries worldwide. For information on the company and its
products, visit its site on the World Wide Web at http://dialogic.com.
Intel, the world's largest chip maker, is also a leading manufacturer of
computer, networking and communications products. Additional information about
Intel is available at www.Intel.com/pressroom.
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* Third party marks and brands are property of their respective holders.
This 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 factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. The reader is cautioned not to put undue reliance on these
forward-looking statements, which are not a guarantee of future performance and
are subject to a number of uncertainties and other factors, many of which are
outside the control of Intel and Dialogic. The forward-looking statements in
this release address a variety of subjects including, for example, the expected
date of closing of the acquisition and the potential benefits of the merger. The
following factors, among others, could cause actual results to differ materially
from those described in these forward-looking statements: the risk that
Dialogic's business will not be successfully integrated with Intel's business;
costs associated with the merger; the successful completion of the tender; the
inability to obtain the approval of Dialogic's stockholders; matters arising in
connection with the parties' efforts to comply with applicable regulatory
requirements relating to the transaction; risks associated with entering into
new market segments; and increased competition and technological changes in the
industries in which Intel and Dialogic compete. For a detailed discussion of
these and other cautionary statements, please refer to Intel's and Dialogic's
filings with the Securities and Exchange Commission, including their respective
Annual Reports on Form 10-K for the year ended December 26, 1998, for Intel, and
December 31, 1998, for Dialogic and their respective Quarterly Reports on Form
10-Q for the quarter ended March 27, 1999, for Intel and the quarter ended March
31, 1999, for Dialogic.
CONTACT: Michael Sullivan
(408) 765-1310
michael.sullivan@intel.com
INTEL CORPORATION COMMENCES
DIALOGIC CORPORATION TENDER OFFER
SANTA CLARA, Calif., June 7, 1999 -- Intel Corporation today commenced its
previously announced tender offer for the purchase of all the outstanding shares
of common stock of Dialogic Corporation (NASDAQ: DLGC) at a price of $44.00 net
per share in cash.
The offer is being made pursuant to a previously announced merger agreement
between Intel Corporation and Dialogic Corporation under which, if the tender
offer is consummated, Intel Corporation will upon satisfaction of certain
conditions be obligated to acquire any remaining Dialogic Corporation shares in
a cash merger at the same price as paid in the tender offer. Intel Corporation
and its affiliates currently own none of the outstanding shares of Dialogic
Corporation common stock.
The offer and withdrawal rights will expire at midnight, New York City time
on Friday, July 2, 1999, unless Intel Corporation elects (subject to the terms
of its agreement with Dialogic Corporation) to extend the offer. D.F. KING &
CO., INC. (D.F. King) is acting as information agent for the offer. D.F. King
may be contacted (toll free) at (800) 758-5378 or (call collect) (212) 425-1685.
Intel, the world's largest chip maker, is also a leading manufacturer of
computer, networking and communications products. Additional information about
Intel is available at www.intel.com/pressroom.
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* Third party marks and brands are property of their respective holders.