Spirent PLC
16 August 2002
808 - 16 August 2002
SPIRENT PLC COMPLETES ACQUISITON OF CAW NETWORKS, INC.
Spirent plc (LSE: SPT; NYSE: SPM), a leading international network technology
company, announces that it has completed the acquisition of Caw Networks, Inc.
(Caw) for an initial cash consideration of $49 million (approximately £31.6
million) comprised of approximately $45 million in cash and $4 million in a
combination of Spirent restricted shares and options pursuant to an employee
stock plan. The cash element of the initial consideration will be funded out of
the proceeds of Spirent's recent divestments.
Deferred consideration up to a value of $60 million (approximately £38.7
million), expected to be satisfied by the issue of a maximum of 32.3 million
Spirent shares, is payable on an earn-out basis dependent upon the revenues and
certain technological milestones achieved by Caw for the year ending 31 December
2003.
In connection with the rollover of Caw Common Stock under the Caw 2000 Stock
Plan into Spirent Ordinary shares, 2,597,417 Spirent Ordinary shares of 3 1/3p
each have been issued as part of the initial consideration.
Accordingly, in respect of the Spirent restricted shares, application has been
made to The UK Listing Authority for Ordinary shares to be admitted to the
Official List and to the London Stock Exchange for these Ordinary shares to be
admitted to trading. The Ordinary shares rank pari passu with the existing
issued Ordinary shares of the Company. Dealings are expected to commence on 16
August 2002 subject to the restrictions in the stock plan rules.
Commenting on the acquisition which was announced on 22 July 2002, Nicholas
Brookes, Chief Executive of Spirent, said:
'This acquisition provides us with key software technology to pursue a new and
critical sector of the market that is highly complementary to our existing
performance analysis capabilities. With Caw's technology, we will be able to
provide comprehensive Layer 1 to 7 solutions enabling us to further penetrate
our existing customer base and broaden our reach in the enterprise IT market.'
- ends -
Enquiries
Nicholas Brookes, Chief Executive Spirent plc +44 (0)1293 767676
Eric Hutchinson, Finance Director
Investor Relations
Catherine Nash Spirent plc +44 (0)1293 767676
Media
Jon Coles/Rupert Young Brunswick (London) +44 (0)20 7404 5959
Lauren Teggelaar Brunswick (New York) +1 212 333 3810
About Spirent
Spirent plc is an international network technology company providing
state-of-the-art solutions with a focus on high growth activities. Our
Communications group unites leading edge performance analysis technology with
network operations expertise, enabling customers to accelerate the development,
deployment and assurance of next generation network equipment and services
worldwide. Further information about Spirent plc can be found at www.spirent.com
Spirent plc is listed on the London Stock Exchange (ticker: SPT) and on the New
York Stock Exchange (ticker: SPM; CUSIP number: 84856M209) with one American
Depositary Receipt representing four Ordinary shares.
Spirent and the Spirent logo are trademarks of Spirent plc. All other trademarks
or registered trademarks are held by their respective companies. All rights
reserved.
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