Press release
Integrated Cisco TelePresence Product Portfolio to Usher In New Way of Working
SAN JOSE, Calif. - April 18, 2010 - Cisco (NASDAQ: CSCO) today announced it has completed its voluntary offer for TANDBERG (OSLO: TAA), a global leader in video communications. The close of this transaction, and the consequent creation of an extensive combined product portfolio, accelerates Cisco's vision of changing the way people communicate and collaborate by delivering simple, unique and interoperable collaboration experiences.
"Today we are celebrating a very important step for our customers in the journey to put people at the center of collaboration and change the way we work," said Marthin De Beer, senior vice president, Emerging Technologies Business Group, Cisco. "We strongly believe that telepresence - the next generation of videoconferencing - along with Cisco's entire rich collaboration portfolio, powers this new way of working where everyone, everywhere, can be more productive through the pervasive use of video and face-to-face collaboration."
The full TANDBERG product line is now part of the Cisco TelePresenceTM portfolio. Through this combined offering, the Cisco TelePresence business provides customers with access to a fully integrated architecture, a comprehensive network-based endpoint and infrastructure portfolio - designed to help provide multivendor interoperability - and a suite of unique experiences, customizable applications and flexible deployment models.
With the close of this transaction, Fredrik Halvorsen, the former CEO of TANDBERG, becomes senior vice president and leader of the new TelePresence Technology Group within De Beer's organization. This newly-formed group includes three fully integrated businesses that will focus on endpoints, infrastructure and Cisco TelePresence cloud services.
Under this leadership, and with unified product lines, employees and vision, Cisco aims to provide consistency and investment protection for customers while speeding innovation that will positively impact the creation of new collaboration experiences.
Under the terms of the tender offer, and following the completion of the compulsory acquisition of shares, Cisco will have purchased all of the outstanding shares of TANDBERG for 170 Norwegian kroner per share for an aggregate purchase price of approximately 19 billion Norwegian kroner or $3.3 billion. Cisco expects the acquisition to be dilutive to non-GAAP earnings in fiscal year 2010 and accretive to non-GAAP earnings in fiscal year 2011.
The New Cisco TelePresence Experience: Endpoints, Infrastructure and Cisco TelePresence Cloud Services
Cisco is unique in its architectural approach to collaboration, bringing together network-based, open, integrated and interoperable solutions. From multipurpose rooms and immersive solutions to personal systems that include PC clients, the combined Cisco TelePresence portfolio retains the full range of endpoints, infrastructure products and flexible deployment options from Cisco and TANDBERG. Customers are also provided with a comprehensive set of solution platforms for horizontal and industry applications. Cisco has committed to work to ensure the entire portfolio interoperates with third-party systems and PC video clients, including Microsoft Office Communicator.
The integrated infrastructure includes offerings and services that allow customers to enjoy exceptional intra- and intercompany collaboration experiences, high-performance multipoint meetings, and any-to-any interoperability. The services and offerings also allow robust management and scheduling capabilities and highly secure usability features like "One Button to Push" and "Continuous Presence." Unique to Cisco TelePresence is a set of media services for advanced recording, streaming, transcribing, transcoding and video analytics capabilities.
Cisco also provides a spectrum of on- and off-premise deployment and service options for Cisco TelePresence. From comprehensive managed services, including intercompany, from the world's top service provider partners to hosted intercompany services, cloud-based applications and even "do it yourself" options, customers have access to flexible deployment and services options that meet their unique needs. This means that customers can choose the right mix of intercompany collaboration options based on audience, location and connectivity.
Extended Industry Interoperability and Standards Development
Beyond interoperability across company boundaries, the combined Cisco TelePresence portfolio provides a rich assortment of options designed to facilitate any-to-any video interoperability. These multivendor support options and our commitment to deliver broad-based industry standards through the Telepresence Interoperability Protocol (TIP) for native telepresence interoperability, provide customers with investment protection and flexible options for extending their investments to new forms of collaboration.
TIP provides the underpinning for a scalable multiscreen switched architecture and was released as a method to provide native telepresence interoperability. TIP is currently available under license from Cisco and will be transferred to the International Multimedia Teleconferencing Consortium (IMTC) or another independent industry body to facilitate interoperability.
To advance native telepresence interoperability, Cisco is launching the TIP Open Source project and will publish the TIP source code libraries by July 1, 2010. Nine videoconferencing and telepresence vendors have licensed TIP so far.
Expanded Partner Opportunities
The Cisco and TANDBERG worldwide ecosystem of partners that deliver and support world-class Cisco TelePresence and video collaboration experiences will continue to support customers. Cisco will honor existing services and support commitments made to TANDBERG customers and partners through the TANDBERG service team. Cisco plans to reveal a harmonized partner strategy that combines the best of the TANDBERG and Cisco programs to help ensure a seamless experience for existing and new customers, and will provide exciting new opportunities for partners.
Launch of Compulsory Acquisition
Cisco also announced today that its wholly owned subsidiary Cisco Systems Netherlands Holdings BV ("Cisco BV") shall acquire all of the outstanding issued shares in TANDBERG that are not currently owned by Cisco BV, by a compulsory acquisition of shares. Following completion of the compulsory acquisition, Cisco BV will be the sole shareholder of TANDBERG.
With the closing of the voluntary offer, Cisco BV holds approximately 91.1 % of the voting rights and share capital in TANDBERG. Cisco BV has resolved to exercise its right to conduct a compulsory acquisition of the shares in TANDBERG, pursuant to the Norwegian Securities Trading Act section 6-22, c.f. the Norwegian Public Limited Companies Act section 4-25. The compulsory acquisition will be effective from the close of trading today, and today will be the last day TANDBERG shares are traded on the Oslo Stock Exchange.
Cisco BV is offering consideration of NOK 170.00 per share in the compulsory acquisition, which is the same price paid in the voluntary offer.
A letter containing information about the price offered and other matters in relation to the compulsory acquisition will be sent to all shareholders whose shares are subject to the compulsory acquisition. Subsequent to the compulsory acquisition, TANDBERG plans to apply for delisting of the company's shares on the Oslo Stock Exchange as soon as practically possible.
The acquisition remains subject to regulatory review in Brazil; however, clearance in Brazil is not a condition to closing.
