Comverse Technology, Inc. (NASDAQ: CMVT) today announced that Comverse Inc. has signed a definitive agreement to acquire privately-held Netcentrex S.A., for approximately $164 million in cash, subject to certain adjustments and a contingent earnout of up to an additional $16 million. The actual amount of the contingent earnout payment, if any, will be determined based upon achievement of certain financial targets by the Netcentrex business during the remainder of fiscal 2006 and for fiscal 2007.
The combination of Netcentrex, a leader in network-based software enabling IP-based voice-video-data (“triple-play”) and FMC (fixed-mobile convergence) solutions for service providers, serving the enterprise and consumer segments, with Comverse’s portfolio of value-added multimedia messaging, content and converged billing solutions, is expected to benefit operators deploying differentiating, multimedia services in the VoIP (Voice-over-Internet Protocol) and IMS (IP Multimedia Subsystem) domains. The acquisition, which is expected to close by July 1, 2006, is projected to be neutral to the company’s fiscal 2006 (year ending January 31, 2007) pro forma net income. Pro forma net income excludes the impact of purchase accounting adjustments related to the write-down of deferred revenue, amortization of intangibles, and other acquisition-related costs, among other items.
Kobi Alexander, Chairman and CEO of Comverse Technology, said, “We believe VoIP, FMC and IMS-based communication services are poised to grow in the coming years, and that Netcentrex is well-positioned to address many of these opportunities. Together, the two companies offer a broad portfolio that enables converged voice-video-data solutions, serving wireless, fixed, cable, MVNO and Internet-based communication service providers.”
Zeev Bregman, CEO of Comverse, the company’s network systems unit, said, “Netcentrex complements our product portfolio, technology, and strategic direction. Netcentrex’s leading telco-grade application server, rich IP Centrex, Class 5 and video services and proven market position (with over 2.8M live VoIP lines), together with Comverse’s telecom VAS and billing leadership, create a synergetic, unique VoIP, FMC and IMS offering.”
“We are delighted to join forces with Comverse,” said Olivier Hersent, Chairman and CTO of Netcentrex. “Our combined expertise will benefit both existing and new clients, and will allow all types of operators to build innovative service bundles based on IP applications.”
Netcentrex brings to Comverse a broad suite of software-based converged voice-video-data-over-IP solutions, supporting the consumer and enterprise offerings of approximately 50 service providers, including AOL Germany, Comunitel (Tele2), Fastweb, France Telecom, Telefonica Deutschland GmbH and Tiscali.
For the year ended December 31, 2005, Paris-based Netcentrex generated revenues of approximately $50 million.
The acquisition is subject to a number of closing conditions, including approvals or expiration of waiting periods with respect to filings required by competition laws or regulations, receipt of certain third party consents, the tender of substantially all of Netcentrex shares by their holders at closing and other customary conditions.
Comverse, a unit of Comverse Technology, Inc. (NASDAQ: CMVT), is the world’s leading provider of software and systems enabling network-based multimedia enhanced communication and billing services. The company’s Total Communication(SM) portfolio includes value-added messaging, personalized data and content-based services, and real-time converged billing solutions. Over 450 communication and content service providers in more than 120 countries use Comverse products to generate revenues, strengthen customer loyalty and improve operational efficiency. For additional information, visit the Comverse website at www.comverse.com or the Comverse Technology website at www.cmvt.com.
Netcentrex develops unique next generation network (NGN) voice and video solutions that enable telecom operators and service providers to deliver voice-video-data and fixed-mobile converged services for both the consumer and enterprise markets. Solutions include IP telephony, video telephony, Triple Play, IP Centrex, voice/video VPN, contact center and IVR services. All solutions are built on the same IMS compliant infrastructure that includes an application softswitch, media services, provisioning and management.
Founded in 1998, Netcentrex has over 2.8 million VoIP lines in commercial service and has been recognized as the worldwide leader for Class 5 application servers. The company has sales in over 25 countries and over 50 operator and service provider customers. Leading European and US venture capital firms back the privately held company. For more information, please see www.netcentrex.net.
All product and company names mentioned herein may be registered trademarks or trademarks of Comverse or the respective referenced company(s).