COPENHAGEN, Denmark, Oct. 4 /PRNewswire/ -- GN Netcom, a leader in
hands-free communications technologies with headquarters in Copenhagen,
Denmark, announced today it has entered into a definitive merger agreement to
acquire Hello Direct, Inc. (Nasdaq: HELO), a leading developer and business-
to-business direct marketer of desktop telephony and equipment interface
products. GN Netcom is a wholly-owned subsidiary of GN Great Nordic Ltd.
Under the terms of the agreement, GN Netcom will acquire all outstanding
shares of Hello Direct common stock for $16.40(USD) per share. GN Great
Nordic (through a wholly-owned subsidiary of GN Netcom) will begin a tender
offer on or about October 11, 2000, to purchase all outstanding common stock
of Hello Direct at $16.40(USD) per share, net to the seller in cash (excluding
any taxes). Hello Direct's board of directors has unanimously agreed to
recommend that its stockholders accept the offer and tender their shares. The
tender offer is scheduled to close on or about November 8, 2000, but may be
extended by GN Great Nordic under certain circumstances.
The consummation of the tender offer is conditioned, among other things,
on shares representing at least the majority of all outstanding Hello Direct
shares on a fully diluted basis having been properly tendered to GN Great
Nordic in the tender offer. Once the tender offer is completed, the GN Great
Nordic subsidiary will be merged into Hello Direct and all remaining shares
not tendered in the tender offer will be converted into the right to receive
an amount in cash per share equal to the price paid in the tender offer,
without interest thereon. Hello Direct will operate as a strategic business
unit of GN Netcom. A meeting of Hello Direct stockholders to approve the
merger will be held only if GN Great Nordic holds fewer than 90 percent of the
outstanding shares after completion of the tender offer. The transaction is
subject to other customary conditions, including receipt of regulatory
approvals.
Founded in 1987 and headquartered in San Jose, California, Hello Direct is
a leading developer and business-to-business direct marketer of desktop
telephony solutions, including headsets, audio and video conferencing
equipment, wireless and related equipment interface solutions. Hello Direct's
sales are primarily in North America, where its products are marketed through
three main channels: its well-respected desktop telephony-based catalogs; a
rapidly growing outbound telemarketing group; and an award-winning Internet
web site, a leading online source for telecommunications information, products
and services.
Through this acquisition, GN Netcom will play a pivotal role in the
continued growth of Hello Direct by providing capital and strong global
distribution channels, as well as enabling the transference of technology.
Hello Direct will also benefit from GN Netcom's existing international
marketing and sales infrastructure, and gain access to other GN Netcom
resources. This acquisition allows the merged companies to more aggressively
pursue their growth initiatives: accelerating e-commerce development,
intensifying technology and product development, and accelerating
international expansion.
About GN Netcom
GN Netcom is a world leader in hands-free communications technologies.
Specializing in the design and manufacture of high-quality telephone headsets,
voice input devices, remote voice pickup, and related products, the Company
offers a broad product line that defines the state-of-the-art for both
traditional corded and wireless solutions. By working in close partnership
with customers, GN Netcom has become a leading provider of hands-free
solutions to the call center, general office, mobile and PC applications
markets in North America, Europe, and Asia-Pacific. GN Netcom has production
facilities in the United States and Europe, and cooperates with distributors
in more than 60 countries around the world. In August 2000, GN Netcom
acquired San Diego-based JABRA Corporation, the leading and fastest-growing
supplier of advanced hands-free headset/earset products for cellular, desktop
and computer applications in the United States.
GN Netcom is part of GN Great Nordic, a Danish based group of companies in
the technology sector. The GN Great Nordic Group is traded on the Copenhagen
Stock Exchange (Reuters: GNTC.CO; Bloomberg: TELN DC) and the London Stock
Exchange.
About Hello Direct
Hello Direct, Inc. (Nasdaq: HELO) is a leading developer and business to
business direct marketer of desktop telephony and equipment interface
solutions, including headsets, teleconferencing, wireless, and related desktop
products. Through a combination of distinctive catalogs, outbound
telemarketing, and Internet sales channels, the company offers a broad
selection of commercial grade solutions to its customers' evolving
communications needs. For more information on Hello Direct, Inc., please visit
http://www.hellodirect.com, the leading online source of telecommunications
information, products, and services.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of the company. At the time the offer is commenced, GN
Great Nordic Ltd. and GN Acquisition Corporation will file a tender offer
statement with the U.S. Securities and Exchange Commission and Hello Direct
will file a solicitation/recommendation statement with respect to the offer.
The tender offer statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the solicitation/recommendation
statement will contain important information, which should be read carefully
before any decision is made with respect to the offer. The offer to purchase,
the related letter of transmittal and certain other offer documents, as well
as the solicitation/recommendation statement, will be made available to all
shareholders of the company at no expense to them. The tender offer statement
(including the offer to purchase, the related letter of transmittal and all
other offer documents filed with the Commission) and the
solicitation/recommendation statement will also be available for free at the
Commission's website at http://www.sec.gov .
Except for the historical information contained herein, the matters
discussed in this press release may constitute forward-looking statements that
involve risks and uncertainties that could cause actual results to differ
materially from those projected. Neither GN Netcom nor Hello Direct assumes
any obligation to update information contained in this press release.
SOURCE Hello Direct, Inc.
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Related links:
http://www.hellodirect.com
CONTACT:
Kip Witter, Chief Financial Officer of Hello
Direct, 408-363-6158, Dean Kacos, Chief Financial Officer of GN
Netcom, 603-594-4763, or General, Christina Carrabino, or
Analyst, James Hoyne, 415-986-1591, both of The Financial
Relations Board
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