Exhibit
99.1
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CONTACTS: |
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Sarah Lum
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Michael Newman |
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Media Relations for Harmonic
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Investor Relations for Harmonic |
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+1.408.543.2392
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StreetConnect |
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sarah.lum@harmonicinc.com
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+1.408.542.2760 |
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hlit@stct.com |
HARMONIC TO ACQUIRE ENTONE TECHNOLOGIES VIDEO NETWORKING
SOFTWARE BUSINESS
Combined Product Lines to Enable an End-to-End Solution for On-Demand Video Delivery
SUNNYVALE, CALIF. AUGUST 22, 2006 Harmonic Inc. (NASDAQ: HLIT), a pioneer and industry
leader in video service delivery, today announced that it has entered into a definitive agreement
to acquire the video networking software business of Entone Technologies, Inc., a privately-held
company based in San Mateo, CA, with research and development facilities in Hong Kong. The Entone
software solutionsencompassing content ingest, distributed content management and video
streamingfacilitate the provisioning of personalized video services including video-on-demand
(VOD), network personal video recording (nPVR), time-shifted television and targeted advertisement
insertion. By combining Harmonics industry-leading video headend, edge and access network
solutions with Entones on-demand software, Harmonic will be able to provide cable, satellite and
telco/IPTV service providers an advanced and uniquely integrated delivery system for the next
generation of both broadcast and personalized IP-delivered video services.
The agreed upon purchase price of $45 million is comprised of $26 million in cash and the value of
approximately 3.54 million shares of Harmonic common stock, as determined in accordance with the
terms of the definitive agreement. In addition, Harmonic will assume certain liabilities of $1.5
million and invest $2.5 million in the form of a convertible note in Entones consumer premise
equipment (CPE) business, which will be spun out to Entones existing stockholders immediately
prior to the closing of the acquisition.
Our industry is in the midst of an exciting and fundamental transformation to an increasingly
on-demand video experience, said Patrick Harshman, President and CEO of Harmonic Inc. By bringing
together Harmonics market-leading encoding and stream processing products and Entones innovative
software suite for managing and streaming personalized video content, we will create a powerful and
integrated solution for the emerging on-demand network. In the cable and satellite markets, where
Harmonic enjoys strong customer relationships and a large installed base, this comprehensive
solution will be a great benefit to our customers as they expand and extend their offerings with
new on-demand services. In IPTV, where both Harmonic and Entone have established early leadership
positions in our respective solution areas, the combination of our businesses creates a clear
industry leader.
Harmonic is an excellent fit for Entone both in terms of the customers we serve and the synergy of
our respective product lines, said Steve McKay, CEO of Entone. Entone is the worlds most
deployed IPTV VOD solution provider, with over 35 deployments including PCCW, the largest IPTV
operator. Our
success is well matched with Harmonics strong position in top tier IPTV, cable and satellite
deployments worldwide. The integration of our software suite, which operates on standardized
hardware platforms, and Harmonics well-established on-demand solutions will provide an even more
compelling solution for operators of all types seeking to deploy VOD, nPVR and time-shifted TV
services.
The merger is subject to customary closing conditions, including the spin-out of Entones CPE
business to its existing stockholders. Closing is anticipated to take place in October 2006.
Excluding charges for the amortization of intangibles, the transaction is expected to be accretive
to Harmonics earnings per share from the first quarter of 2007. Dresdner Kleinwort acted as
advisor to Harmonic in this transaction.
Harmonic will showcase its new integrated solution for next-generation on-demand servicesincluding
Entones content creation, ingestion and deliveryat IBC 2006 in Amsterdam, The Netherlands, from
September 8-12 at booth #1.361.
About Harmonic Inc.
Harmonic Inc. is a leading provider of digital video, broadband optical networking and IP delivery
systems to cable, satellite, telecom and broadcast network operators. Harmonics open
standards-based solutions for the headend through the last mile enable customers to develop new
revenue sources and a competitive advantage by offering powerful interactive video, voice and data
services such as video-on-demand, high definition digital television, telephony and Internet
access.
Harmonic (NASDAQ: HLIT) is headquartered in Sunnyvale, California with R&D, sales and system
integration centers worldwide. The Companys customers, including many of the worlds largest
communications providers, deliver services in virtually every
country. Visit www.harmonicinc.com
for more information.
This press release contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements
regarding our plans to acquire the video networking software business of Entone Technologies, Inc.
(the VOD business); our expectation that the combination of our video headend, edge and access
network solutions with Entones on-demand software solutions will enable us to provide cable,
satellite and telco/IPTV service providers with an advanced and uniquely integrated delivery system
for the next generation of both broadcast and personalized IP-delivered video services; our
expectation that the aggregate purchase price for the VOD business will be approximately $45
million; our expectation that Entones CPE business will be spun out to its existing stockholders
immediately prior to the closing of the acquisition; our expectation that the bringing together of
our systems and Entones software suite will create a powerful and integrated solution for the
emerging on-demand network; our belief that this comprehensive solution will be a great benefit to
our customers and will create a clear industry leader; and Entones belief that the integration of
Entones software suite with our on-demand solutions will provide a compelling solution for
operators of all types seeking to deploy VOD, nPVR and time-shifted TV services; our expectation
that the transaction will be accretive to our earnings per share from the first quarter of 2007;
and our expectation that the closing will take place in October 2006. Our expectations and beliefs
regarding these matters may not materialize, and actual results in future periods are subject to
risks and uncertainties that could cause actual results to differ materially from those projected.
These risks include difficulties in integrating the VOD business with our existing business;
difficulties in introducing products which combine Harmonics systems and Entones software suite;
the possibility that our existing customers and our potential customers may not adopt the products
that we will offer which incorporate Entones software suite; the acquisition failing to close in a
timely manner or at all; delays or decreases in capital spending in the cable, satellite and telco
industries, customer concentration and consolidation, general economic conditions, the need to
introduce new and enhanced products, market acceptance of new or existing Harmonic products, losses
of one or more key customers, risks associated with Harmonics international operations, the effect
of competition, difficulties associated with rapid
technological changes in Harmonics markets. The forward-looking statements contained in this press
release are also subject to other risks and uncertainties, including those more fully described in
Harmonics filings with the Securities and Exchange Commission, including our Annual Report filed
on Form 10-K for the year ended December 31, 2005, and our subsequent filings with the Securities
and Exchange Commission. Harmonic does not undertake to update any forward-looking statements.
EDITORS NOTE Product and company names used herein are trademarks or registered trademarks of
their respective owners.
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