FILED BY DIGI INTERNATIONAL INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND DEEMED FILED PURSUANT TO RULE 14A-12 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
SUBJECT COMPANY: NETSILICON, INC.
COMMISSION FILE NO.: 0-26761
DIGI INTERNATIONAL TO ACQUIRE NETSILICON
COMPANY TAKES A MAJOR STEP IN ITS POSITIONING
INTO CONNECTWARE(TM) GROWTH MARKETS
MINNETONKA, MN & WALTHAM, MA, OCTOBER 30, 2001 - Digi International(R) Inc.
(Nasdaq: DGII), the leader in Connectware, anD NetSilicon, Inc. (Nasdaq: NSIL),
a leading provider of Ethernet microprocessing solutions for intelligent
networked devices, today announced that they have entered into a definitive
merger agreement whereby Digi will acquire NetSilicon in a transaction valued at
approximately $50 million. The transaction is expected to be accretive to Digi's
earnings in fiscal 2003 and will produce a combined company with approximately
$164 million in revenue for the twelve months ended June 30, 2001. The Boards of
Directors of both companies have approved the transaction, which is expected to
close during the first quarter of calendar 2002.
"Adding NetSilicon's embedded Ethernet solutions to Digi's growing line of
Connectware products creates the most competitive family of device connectivity
solutions in the industry," stated Digi Chairman and CEO Joe Dunsmore. "The
market for network-enabling devices in point-of-sale, industrial automation and
other verticals is in its infancy and, with a strong OEM channel, NetSilicon has
established a strategic early-to-market position."
"NetSilicon competes by providing a complete solution with hardware, software,
and development tools to make integration easy for our customers," said
Cornelius "Pete" Peterson, Chairman and CEO of NetSilicon. "Digi understands the
applications and product needs of our OEM customers and will help us sharpen our
focus on key vertical markets."
DIGI INTERNATIONAL TO ACQUIRE NETSILICON -- PAGE 2
NetSilicon's core architecture, NET+Works(TM), offers a complete, integrated
"solution-on-a-chip" that contains all the development tools, networking
software and hardware needed to deliver Internet/Ethernet connectivity to
electronic devices. The NET+ARM(TM) family of 32-bit system-on-chip networked
microprocessors combine powerful processing capabilitY with Ethernet
connectivity in a scalable architecture.
With its complete embedded Ethernet connectivity solutions, NetSilicon competes
in several key vertical market segments: office imaging equipment; factory
automation and building control; and point-of-sale devices. In these segments,
NetSilicon boasts marquee customers such as Ricoh, Minolta, Sharp, Schneider
Electric, Square D, Hirschmann's, Marconi, and NCR.
Under the terms of the definitive merger agreement, each share of NetSilicon
stock will be converted into the right to receive either (1) cash, (2) Digi
common stock, or (3) a combination of cash and Digi common stock. The exchange
ratio is fixed at .6500 of a share of Digi common stock for each share of
NetSilicon common stock. Shareholders who do not make an election will receive
stock. Shareholders electing to receive cash will receive cash per share of
NetSilicon stock equal to the exchange ratio times the average per share closing
price of Digi common stock on the Nasdaq National Market System during a defined
period ending shortly before the merger. The maximum cash to be paid by Digi is
$15 million. If cash elections exceed $15 million, all requests will be prorated
among the electing stockholders with the balance paid in stock.
The transaction is subject to approval by shareholders of both companies.
Holders of at least two-thirds of the outstanding voting shares of NetSilicon
and a majority of the outstanding shares present at Digi's shareholder meeting
must vote in favor of the acquisition. In addition, Sorrento Networks
Corporation, a significant shareholder of NetSilicon, is not entitled to vote on
the transaction and has agreed with Digi to elect to receive the maximum amount
of cash to which it is entitled and to be subject to certain selling
restrictions on the Digi common stock it receives in the merger.
DIGI INTERNATIONAL TO ACQUIRE NETSILICON -- PAGE 3
NetSilicon will operate as a separate legal entity but will be included in Digi
International's consolidated statements of operations. Pete Peterson,
NetSilicon's Chairman and CEO, will become a director of Digi International and
Bruce Berger, Digi's Vice President of Europe, will assume the responsibility
for the NetSilicon operations. Digi will retain NetSilicon's office in Waltham,
Massachusetts.
Digi and NetSilicon will be hosting a joint conference call to discuss the
transaction at 9:00 a.m. Central Time on Wednesday, October 31, 2001.
Participants can access the call directly by dialing 888-283-1624 and asking for
the Digi International call or conference #19939031. A replay will be available
for one week following the call by dialing 800-633-8284 and entering the
reservation number #19939031. Participants may also access a live web cast of
the conference call through the investor relations section of Digi's web site,
www.digi.com, or NetSilicon's web site, www.netsilicon.com.
Digi expects to provide revenue and earnings guidance on the first quarter and
full year of fiscal 2002 during its fourth quarter and full-year fiscal 2001
financial results during a conference call on November 6 at 4:00 p.m. Central
Time. Digi also expects to announce its fiscal fourth quarter and year-end
results on that conference call and invites all those interested in hearing
management's discussion to join the conference call either by phone or on the
Web. Participants can access the call directly by dialing 800-633-8406. A replay
will be available for one week following the call by dialing 800-633-8284 and
entering the code 19932694. Participants may also access a live web cast of the
conference call through the investor relations section of Digi's web site,
www.digi.com.
ABOUT DIGI INTERNATIONAL
Digi International, based in Minneapolis, is the leader in Connectware, wired
and wireless, hardware and software connectivity solutions that businesses use
to create, customize and control retail operations, industrial automation and
other applications. Connectware network-enables the essential devices that build
business. Digi markets its products through a global network of distributors and
resellers, systems integrators and original equipment manufacturers (OEMs).
DIGI INTERNATIONAL TO ACQUIRE NETSILICON -- PAGE 4
For more information, visit Digi's Web site at www.digi.com, or call
800-344-4273 (U.S.) or 952-912-3444 (International).
ABOUT NETSILICON
NetSilicon designs and manufactures integrated solutions for manufacturers who
want to build intelligence and Internet/Ethernet connectivity into their
products. These solutions integrate system-on-silicon and software to provide a
complete platform for Internet/Ethernet-connected products. The NET+Works
platform allows manufacturers to shorten their time to market, reduce
development risk, lower costs, and free their engineers from the difficult task
of integrating multi-vendor networking components. NetSilicon is enabling device
intelligence and connectivity in a broad range of industries including office
imaging, industrial automation, telecommunications, building controls, security
and retail point of sale. NetSilicon's solutions are paving the way for the
device-centric networks of tomorrow.
For additional NetSilicon product or financial information, please visit the
NetSilicon Web site, www.NetSilicon.com, send email to info@NetSilicon.com, or
call 800-243-2333 (U.S.) or 781-647-1234 (International).
Digi, Digi International and the Digi logo are trademarks or registered
trademarks of Digi International Inc. in the United States and other countries.
NetSilicon and NET+Works are trademarks of NetSilicon, Inc. All other brand
names and product names are trademarks or registered trademarks of their
respective companies.
# # #
Digi International Contacts:
S. (Kris) Krishnan, CFO, Digi International Inc.
952-912-3125 or s_krishnan@digi.com
Don De Laria, Investor Relations, Digi International Inc.
952-912-3126 or don_delaria@digi.com
DIGI INTERNATIONAL TO ACQUIRE NETSILICON -- PAGE 5
NetSilicon Contacts:
Daniel J. Sullivan, CFO, NetSilicon, Inc.
781-647-1234 or dsullivan@netsilicon.com
Mary Seaver, Investor Relations, NetSilicon, Inc.
781-398-4527 or mseaver@netsilicon.com
Ehren Lister, Account Executive, Sharon Merrill Associates, Inc.
617-542-5300 or elister@investorrelations.com
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
which generally can be identified by the use of forward-looking terminology such
as "anticipate," "believe," target," "estimate," "may," "will," "expect,"
"plan," "project," "should," or "continue" or the negative thereof or other
variations thereon or similar terminology. Such statements are based on
information available to management as of the time of such statements and relate
to, among other things, expectations of the business environment in which the
companies operate, projections of future performance, perceived opportunities in
the market and statements regarding the combined company's mission and vision,
the expected closing date of the transaction, future financial and operating
results, and timing and benefits of the transaction. Such statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions, including risks related to the highly competitive market in which
the companies operate, rapid changes in technologies that may displace products
sold by the combined company, declining prices of networking products, the
combined company's reliance on distributors, delays in product development
efforts, uncertainty in consumer acceptance of the combined company's products,
and changes in the companies' level of revenue or profitability. These
forward-looking statements are neither promises nor guarantees, but are subject
to risk and uncertainties that could cause actual results to differ materially
from the expectations set forth in the forward-looking statements, including but
not limited to uncertainties associated with economic conditions in the imaging
marketplace, particularly in the principal industry sectors served by the
combined company, changes in customer requirements and in the volume of sales to
principal customers, the ability of the combined company to achieve the
anticipated benefits and synergies associated with this transaction, the
challenges and risks associated with managing and operating business in numerous
international locales, competition and technological change, the risks that the
businesses will not be integrated successfully, the inability to close the
transaction due to closing conditions in the merger agreement, the failure of
shareholders to approve the transaction, and the inability to obtain or meet
conditions imposed for required governmental approvals.
These and other risks, uncertainties and assumptions identified from time to
time in Digi's and NetSilicon's filings with the Securities and Exchange
Commission, including without limitation, their annual reports on Form 10-K and
quarterly reports on Form 10-Q, could cause future results to differ materially
from those expressed in any forward-looking statements. Many of such factors are
beyond the companies' ability to control or predict. These forward-looking
statements speak only as of the date for which they are made. The companies
disclaim any intent or obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
ADDITIONAL INFORMATION
Digi intends to file a registration statement on Form S-4 in connection with the
transaction, and Digi and NetSilicon intend to mail a joint proxy
statement/prospectus to their respective shareholders in connection with the
transaction. Investors and security-holders of Digi and NetSilicon are urged to
read the joint proxy statement/prospectus when it becomes available because it
will contain important information about the companies, the transaction, the
persons soliciting proxies relating to the transaction, their interests in the
transaction, and related matters. When available, investors and security-holders
may obtain a free copy of the joint proxy statement/prospectus at the SEC's web
site at www.sec.gov. A free copy of the joint proxy statement/prospectus may
also be obtained from either of the companies.
DIGI INTERNATIONAL TO ACQUIRE NETSILICON -- PAGE 6
In addition to the registration statement and the joint proxy
statement/prospectus, each company files annual, quarterly, and special reports,
proxy and information statements, and other information with the SEC. Investors
may read and copy any of these reports, statements, and other information at the
SEC's public reference room located at 450 5th Street, N.W., Washington, D.C.,
20549, or any of the SEC's other public reference rooms located in New York and
Chicago. Investors should call the SEC at 1-800-SEC-0330 for further information
on these public reference rooms. These SEC filings are also available for free
at the SEC's web site at www.sec.gov. A free copy of these filings may also be
obtained from either company by request to one of the respected contacts noted
above.
INFORMATION CONCERNING PARTICIPANTS
Each of the companies and their respective executive officers and directors may
be deemed to be participants in the solicitation of proxies from their
respective shareholders in favor of the transaction. Information about the
directors and executive officers of Digi may be found in Digi's definitive proxy
statement for its 2001 annual meeting of shareholders and in Digi's annual
report on Form 10-K for the fiscal year ended September 30, 2000. Information
about the directors and executive officers of NetSilicon may be found in
NetSilicon's definitive proxy statement of its 2001 annual meeting of
shareholders. In addition, information regarding the interests of NetSilicon's
officers and directors in the transaction will be included in the joint proxy
statement/prospectus.