OMAHA, Neb., and LONGMONT, Colo., Jan. 30 /PRNewswire-FirstCall/ -- West
Corporation (Nasdaq: WSTC), a leading provider of outsourced communication
solutions, and Intrado Inc. (Nasdaq: TRDO), a global provider of integrated
data and telecommunications solutions, today jointly announced that they have
entered into an agreement whereby West will acquire Intrado for $26.00 per
share in cash.
The acquisition is expected to close by the end of the second quarter and
will be funded with cash on hand, West's existing bank credit facility and
additional debt. The total cost before transaction expense is approximately
$465 million, net of option proceeds and cash on hand. Closing is subject to
Intrado shareholder approval and customary closing conditions. Upon
completion of the deal, Intrado will be integrated into West's Communications
Services segment.
Intrado is North America's foremost provider of 9-1-1 infrastructure
systems and services, as well as innovative solutions for telecommunications
providers and public safety organizations. Based in Longmont, Colorado,
Intrado provides uninterrupted mission critical services to all major United
States telecommunications providers.
"Intrado is a great fit and an important addition to West's Communications
Services segment," stated Thomas B. Barker, Chief Executive Officer of West
Corporation. "Its strong position in a growing market, its industry-leading
technology, and its experienced management team will improve our ability to
meet our customer's demands. Further, Intrado complements the existing
offerings of our Communications Services segment, providing a highly visible
revenue stream and additional cross-selling and margin expansion
opportunities."
"Our Board of Directors and management team believe the proposed merger of
Intrado with West Corporation will allow us to bring expanded resources and
infrastructure to bear on our growth markets and create substantial new
opportunities that we can achieve together," said George Heinrichs, Chief
Executive Officer of Intrado. "Being part of West Corporation represents the
best future for all Intrado stakeholders: shareholders; customers; employees;
partners and suppliers; the general public -- which our business ultimately
serves every day; and the communities within which we operate. We anticipate
a smooth integration process once the transaction is finalized."
West expects the acquisition to be slightly dilutive to earnings on a GAAP
basis in 2006, but accretive in 2007. The dilution is primarily driven by the
amortization of intangible assets and the timing of the close. Further
details will be disclosed upon completion of the deal.
Conference Call
West Corporation will hold a conference call to discuss this acquisition
today, January 30 at 12 p.m. Eastern Time (11 a.m. Central Time). Investors
may access the call by visiting the Investor section of the West Corporation
website at http://www.west.com and clicking on the Webcast link or by dialing
800-374-0457. A replay of the call will also be available on the website.
About West Corporation
West Corporation is a leading provider of outsourced communication
solutions to many of the world's largest companies. The company helps its
clients communicate effectively, maximize the value of their customer
relationships and drive greater revenue from each transaction. West's
integrated suite of customized solutions includes customer acquisition,
customer care and retention services, interactive voice response services, and
conferencing and accounts receivable management services.
Founded in 1986 and headquartered in Omaha, Nebraska, West has a team of
approximately 28,000 employees based in North America, Europe and Asia. For
more information, please visit http://www.west.com.
This press release contains forward looking statements within the meaning
of the federal securities laws relating to West Corporation. West intends
these forward-looking statements to be covered by the safe harbor provisions
of the federal securities laws. Forward-looking statements can be identified
by the use of words such as "may," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "intends," "continue" or
similar terminology. In particular, the expected closing date of the
acquisition, expected growth, expected market share, expected cost savings,
any projections or estimates regarding West's future revenues, operating
margins, expenses, net income, cash flows, capital expenditures, effective tax
rates and client behavior, as well as the assumptions underlying or relating
to such expectations, are forward-looking statements. These statements
reflect only West's current expectations and are not guarantees of future
performance or results. These statements involve risks, uncertainties and
assumptions that could cause actual results or performance to differ
materially from those contained in the forward-looking statements. These
risks, uncertainties and assumptions include general economic conditions, the
timing, integration and results of the Intrado transaction, West's ability to
integrate or achieve the objectives of recent and future acquisitions, West's
ability to complete future acquisitions, West's highly competitive industries,
the extensive regulatory environment, West's ability to recover on its
charged-off consumer receivables, the capacity utilization of West's contact
centers, the cost and reliability of voice and data services, availability of
key personnel and employees, the cost of labor and turnover rates, the
political, economic and other conditions in countries where West operates, the
loss of any key clients, West's ability to purchase charged-off receivable
portfolios on acceptable terms and in sufficient amounts, the nature of West's
forward flow contracts, the non-exclusive nature of West's client contracts
and the absence of any revenue commitments, the possibility of an emergency
interruption to West's data and contact centers, acts of terrorism or war,
security or privacy breaches of West's systems and databases, West's ability
to protect proprietary information or technology, West's ability to continue
to keep pace with technological developments, the cost of pending and future
litigation and other risk factors described in documents filed by the company
with the United States Securities and Exchange Commissions including West's
annual report on Form 10-K for the year ended December 31, 2004 and
subsequently filed quarterly reports on Form 10-Q and the prospectus
supplement related to West's secondary offering dated October 6, 2005. These
forward-looking statements speak only as of the date on which the statements
were made. West undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.
About Intrado
For more than twenty-five years, telecommunications providers, public
safety organizations and government agencies have turned to Intrado for their
communications needs. Intrado provides the core of the nation's 9-1-1 network
and delivers innovative solutions to communications service providers and
public safety organizations, including complex data management, network
transactions, wireless data services and notification services. The company's
unparalleled industry knowledge and experience reduce the effort, cost and
time associated with providing reliable information for 9-1-1, safety and
mobility applications. Additional information on Intrado, its products and
services, and past press releases can be found at the Company's Web site:
http://www.intrado.com
Intrado Inc. - Cautionary Note Regarding Forward-Looking Statements
Statements in this press release regarding the proposed transaction, the
expected completion of the transaction and other statements about
expectations, beliefs, goals, plans and prospects constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Any statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates," "expects,"
"estimates" and similar expressions) should be considered to be forward-
looking statements. There are a number of important factors that could cause
actual results or events to differ materially from those indicated by such
forward-looking statements, including the ability to consummate the proposed
transaction due to the failure to obtain stockholder approval or the failure
to satisfy other conditions to the closing of the proposed transaction, the
ability to recognize the benefits of the transaction, competition in Intrado's
industry, changes in government regulation, failure to manage the integration
of Intrado and West Corporation, and other risks that are described in
Intrado's Annual Report on Form 10-K for the year ended December 31, 2004 and
its quarterly report on Form 10-Q for the quarter ended September 30, 2005.
In addition, any forward-looking statements represent Intrado's estimates only
as of today and should not be relied upon as representing Intrado's estimates
as of any subsequent date. Intrado's disclaims any intention or obligation to
update any forward-looking statements as a result of developments occurring
after the date of this release, except as required by law.
In connection with the proposed transaction, Intrado will be filing a
proxy statement and other relevant documents with the SEC. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT THAT WILL BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. Investors will be able to
obtain the proxy statement (when it is available) and other relevant documents
filed with the SEC free of charge at the SEC's website at http://www.sec.gov. In
addition, copies of the proxy statement and other documents filed by Intrado
with the SEC with respect to the proposed transaction may be obtained free of
charge by directing a request to: Intrado Inc., 1601 Dry Creek Drive,
Longmont, Colorado 80503, Attention: Corporate Secretary/General Counsel,
(720) 494-5800.
Intrado and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Intrado's stockholders in
connection with the proposed transaction. Information concerning Intrado's
directors and executive officers is set forth in Intrado's proxy statement
dated April 15, 2005, for the 2005 Annual Meeting of Stockholders, filed by
Intrado with the SEC. Stockholders may obtain additional information
regarding the interests of such persons who may, under the rules of the SEC,
be considered to be participants in the solicitation of Intrado's stockholders
in connection with the proposed transaction by reading the proxy statement
when it is filed with the SEC.
SOURCE West Corporation
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Related links:
http://www.west.com
http://www.intrado.com
CONTACT:
David Pleiss of West Corporation,
+1-402-963-1500, dmpleiss@west.com; or Rebecca Bessette of
Intrado, +1-720-494-6143, rebecca.bessette@intrado.com
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