Accretive Strategic Acquisition Creates One of the World's Largest
Providers of Complete Storage Networking Products, Services and Solutions
Combined Customer Base will Benefit from Innovative New Products,
Leading-Edge Systems and Worldwide Services and Support
MINNEAPOLIS, April 7 /PRNewswire-FirstCall/ -- CNT (Nasdaq: CMNT), a
global expert in storage networking, today announced that it has signed a
definitive agreement to acquire Inrange Technologies Corporation
(Nasdaq: INRG), a worldwide leader in high-availability Fibre Channel
switching for enterprise connectivity and storage networking solutions, in an
all-cash transaction valued at approximately $190 million, or $2.31 per
Inrange share. CNT and SPX Corporation (NYSE: SPW) have entered into an
agreement whereby SPX will sell its approximately 91% interest in Inrange to
CNT. The remainder of the shares will be acquired at the same price by a
merger immediately following the acquisition from SPX. The boards of
directors of CNT and SPX have unanimously approved the agreement.
(Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20020415/CNTLOGO )
Upon completion of the acquisition, CNT will be one of the world's largest
providers of complete storage networking products, solutions and services,
with 2002 pro-forma annual revenues of approximately $435 million, global
leadership positions in Fibre Channel and wide area network switching, and
operations worldwide.
The transaction, which is subject to antitrust clearance and customary
closing conditions, is expected to close in the second quarter of 2003.
CNT expects the acquisition to be accretive to earnings per share by at
least 10 percent in 2003 and to achieve annual cost savings of between $10 and
$15 million to be fully phased in by early 2004.
Thomas G. Hudson, chairman, president and CEO of CNT, said, "This is a
compelling acquisition which significantly broadens and strengthens CNT's
portfolio of storage and networking products and solutions, expands our
customer base, and provides us with significant scale and cost reduction
opportunities. With Inrange, CNT will continue to offer an integrated product
line of Fibre Channel Directors over a wide area network and will be a full-
service solutions provider in the industry. This is exactly what enterprise
customers need as a partner in the complex decision-making, large scale
implementation and management of multi-vendor storage networking solutions.
At a fair valuation, our shareholders will own an expanded global company with
greater liquidity and enhanced growth opportunities."
SPX Chairman, President and CEO John B. Blystone said, "This transaction
is consistent with our strategy to build platforms for profitable growth. The
sale of Inrange sharpens our focus in the Technical Products and Systems
segment and significantly strengthens our liquidity and financial position.
Together, Inrange and CNT have the opportunity to leverage the respective
strengths of both businesses to grow."
The strategic acquisition of Inrange, which recorded 2002 revenues of
$223.6 million, significantly expands and complements CNT's existing portfolio
of complex storage networking solutions and increases its global size and
scope. Inrange's Fibre Channel switches, Storage Networking and Wave Division
Multiplexing products are a strong fit with CNT's storage solutions offerings,
which include ESCON, SCSI and Fibre Channel-based IP and wide area network
products, consulting, design, implementation and network monitoring services,
and third party storage product integration. The combined company will be a
global leader in SAN services, with an extensive suite of service offerings
encompassing consulting, systems integration, traditional services and managed
services.
In addition, the combined entity will have a recurring maintenance revenue
stream of nearly $100 million and a $60 million consulting and professional
services division, one of the largest in the industry dedicated to storage
networking. Together, CNT and Inrange have over 50 years of experience in
providing storage products and solutions to more than 4,000 customers,
including many of the Fortune 500 corporations and Global 1000 businesses in
the United States, Canada, United Kingdom, France, Germany, Italy,
Switzerland, China, Japan and Australia.
CNT's senior management is preparing a detailed integration plan and will
work to realize substantial synergies at the combined company, which include
eliminating duplicative costs, integrating product services offerings,
achieving operating efficiencies, and enhancing productivity.
Hudson continued, "Inrange is an ideal fit for CNT and we believe the
combined company's unparalleled network engineering and support services will
provide our customers with a wider range of consulting, systems integration
and traditional service solutions to enable them to enhance their competitive
positions. Our global customers will benefit from the 24/7 service
capabilities offered by the CNT/Inrange combination, and CNT's robust direct
sales force will drive increased penetration of Inrange's products in the
global networking marketplace."
Hudson concluded, "We look forward to working with the many talented
people at Inrange and, upon completion of the transaction, are confident our
leadership and operational expertise will enable us to achieve superior growth
and profitability for the combined company. Overall, we believe that solid
growth potential exists for the storage networking industry in the near and
longer terms."
Bear, Stearns & Co. Inc. is acting as financial advisor to CNT. Leonard,
Street and Deinard Professional Association is acting as CNT's legal advisor.
Fried, Frank, Harris, Shriver & Jacobson is acting as SPX's legal advisor.
CNT will conduct a teleconference on Monday, April 7 at 7:30 a.m. Central
Daylight Time, 8:30 a.m. Eastern Daylight Time regarding the acquisition.
Dial 1-800-633-8467 or link to http://www.cnt.com for the web cast. Replay will be
available at 1-800-633-8284, access code: 21139805#, beginning at 10:30 a.m.
CDT, 11:30 a.m. EDT, April 7 through 11:59 p.m. EDT, April 11.
About CNT
CNT is a global storage networking specialist and a pioneer in remote
storage mirroring, replication and IP storage solutions. Innovative products
and services from CNT help IT professionals design, implement, and manage
cost-effective storage solutions that span diverse servers, storage systems
and networks -- enabling enterprise-wide data access and protection. For
information, visit CNT's web site at http://www.cnt.com or call 763-268-6000.
About SPX
SPX Corporation is a global provider of technical products and systems,
industrial products and services, flow technology and service solutions. The
Internet address for SPX Corporation's home page is http://www.spx.com.
About Inrange
Inrange Technologies Corporation (Nasdaq: INRG), a worldwide leader in
high-availability, enterprise connectivity and storage networking solutions,
provides users with the building blocks to manage and expand large, complex
storage networks, simply and without geographic limitations. INRANGE's core-
to-edge-to-anywhere solutions solve the growing storage challenges facing
today's IT organizations, while providing investment protection and a proven
foundation for future growth. INRANGE has been providing mission-critical
networking technologies for over 30 years, servicing over 2,200 customers in
90 countries. For information, visit Inrange's web site at
http://www.inrange.com or call 609-518-4000.
Certain statements in this press release contain "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995. These
forward-looking statements may include statements about benefits we expect to
obtain from the merger, such as efficiencies, costs savings, market profile
and competitive ability and position of the combined company, whether the
transaction is accretive and other statements identified by the words "may,"
"should," "expect," "plan," "anticipate," "believe," "estimate," "predict,"
"intend," "potential" or "continue". These forward-looking statements involve
risks and uncertainties. Actual results could differ materially from those
expressed or implied by these forward-looking statements as a result of
certain risk factors, including but not limited to the possibility that the
benefits from the anticipated merger cannot be fully realized, the possibility
that costs or difficulties related to the integration of our businesses will
be greater than expected, the impact of competition, availability of
sufficient working capital, and other risk factors relating to our industry as
detailed from time to time in our SEC filings. These statements are only
predictions. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. We disclaim any
responsibility to update these forward-looking statements.
SOURCE CNT
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Photo Notes:
NewsCom: http://www.newscom.com/cgi-bin/prnh/20020415/CNTLOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, 888-776-6555 or 212-782-2840
Related links:
http://www.cnt.com
http://www.inrange.com http://www.spx.com
CONTACT:
Greg Barnum, VP Finance & CFO,
+1-763-268-6110, or greg_barnum@cnt.com, or Gail Greener, VP
Marketing, +1-763-268-6791, or gail_greener@cnt.com, both of CNT;
or David Reno or Jonathan Gasthalter both of Citigate Sard
Verbinnen, +1-212-687-8080, both for CNT; or Charles A. Bowman,
+1-704-752-4452, of SPX Corporation; or Joe Crivelli, Director of
Investor Relations, +1-609-518-4498, or joe.crivelli@inrange.com,
or Dale Lafferty, Vice President, Marketing and Alliances,
+1-609-518-4161, or dale.lafferty@inrange.com, both of Inrange
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