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EXHIBIT 99.2
Santa Clara, Ca., May 13, 1999 - 8x8, Inc. (Nasdaq: EGHT), a leading supplier
of multimedia communication technology and systems, today announced that it has
entered into a definitive agreement to acquire Odisei S.A., a private company
based in Sophia Antipolis, France, that develops Internet protocol (IP)
telephony software.
Under the terms of the agreement, 8x8 intends to issue up to 2.9 million common
shares in exchange for all of the outstanding shares of Odisei capital stock,
subject to adjustment based on the trading range of 8x8's stock prior to the
closing of the acquisition. The closing is expected to occur within 30 days,
upon satisfaction of regulatory requirements and other customary closing
conditions. The acquisition will be accounted for as a purchase transaction and
will result in a first in a first quarter charge for purchased in-process R&D
expense.
Odisei's IntraSwitch(TM) IP-PBX is a highly scalable, Java-based solution for
managing voice over IP (VoIP) Networks. IntraSwitch runs on a carrier-grade
server located at a telephony service provider's site and provides complete
voice and data services over T1/E1, xDSL or cable links. 8x8's Symphony(TM)
VoIP Module, installed at the customer site, allows customers to use
inexpensive analog telephones while benefiting from IntraSwitch's advanced
IP-PBX features, such as call forwarding, remote pickup, call routing and voice
mail. For service providers, IntraSwitch offers a low-cost, low-maintenance
platform for delivering complete telephony services.
The combination of 8x8's voice over IP gateways and terminals with Odisei's
IntraSwitch software will allow 8x8 to deliver IP telephony solutions to
Internet service providers (ISPs), competitive local exchange carriers (CLECs),
and incumbent local exchange carriers (ILECs). 8x8 and Odisei originally
partnered in April to jointly develop these solutions.
"In Odisei, 8x8 has acquired a key technology that strengthens our position as a
provider of voice over IP solutions, as well as a development and marketing
team highly experienced in networking, telephony and Java software
development," stated Dr. Paul Voois, chairman and chief executive officer of
8x8. "The acquisition of Odisei furthers our vision of extending IP telephony
to the edge of the network. While IP telephony equipment suppliers have thus
far concentrated on bypassing the existing switched network for long-distance
calls, 8x8 has focused on bringing IP telephony right to the user with
cost-effective terminals and gateways. Odisei's IntraSwitch server provides an
important component in the complete IP connection from the user to the
long-distance network and enables a rich set of telephony features in a very
cost-effective architecture. Our combined solution addresses many of the
limitations associated with switched-based technology and gives ISPs and CLECs
a powerful weapon with which to compete against incumbent telcos in selling
telephony services."
Upon closing, Odisei will be a subsidiary of 8x8 and will maintain its software
development operations in France, with all of Odisei's sales, marketing and
finance operations moving to 8x8's headquarters in Santa Clara. Odisei founder
and CEO, Frederic Artru, will report to Keith Barraclough, 8x8's president, as
general manager of the subsidiary. Prior to founding Odisei, Artru was Apple's
engineering representative to Versit, an alliance between Apple, IBM,
Siemens-ROLM and Lucent Technologies. Versit was formed to develop computer
telephony integration technology and strategies. Artru has a masters degree in
network protocols and information systems from Ecole Nationale Superieure des
Telecommunications in Paris, France.
"A carrier-grade IP-PBX solution needs to be closely coupled with telephony
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hardware to build an efficient, reliable and feature-rich VolP system," said
Artru. "By extending our successful partnership with 8x8 and leveraging
carrier-grade servers such as the Sun Netra(TM) t product line, we can
accelerate the transition from traditional to IP telephony while enhancing the
features that service providers can deliver to their customers."
About the 8x8/Odisei VolP Solution
In a typical configuration, a CLEC would locate Odisei's IntraSwitch software on
a carrier-grade Sun Netra t server in their central office. The server would be
connected to the PSTN using a gateway attached to the CLEC's IP backbone. A
customer's internal network would be connected to the IntraSwitch server using
T1 or xDSL lines. On the customer premise, 8x8 Symphony gateways would be
connected to the customer's internal network, allowing the customer to use
standard touch-tone phones to make calls.
The system provide complete PBX features and functionality with full CTI
support, including call control, routing, configuration and administration. The
system scales from dozens to thousands of lines simply by adding additional
instances of the IntraSwitch software and more Symphony gateways.
About Odisei
Odisei is a developer of carrier-grade, software-based IP-PBX solutions for
CLECs and ISPs. The company's development center is in Sophia Antipolis, France.
Their corporate office is located in Palo Alto, California. For more
information, visit their web site at http://www.odisei.com.
About 8x8
8x8 is a leading manufacturer of digital telecommunications technology,
including IP telephony gateways, software and semiconductors. By leveraging its
technology expertise in audio and video compression and communication protocols,
the company is providing systems and software to network and telecommunications
equipment providers, cable television system operations, and local exchange
carriers. For more information, visit 8x8's web site at http://www.8x8.com.
This press release contains forward-looking statements. 8x8's actual results may
differ materially from the results discussed, implied or forecasted in the
forward-looking statements due to factors including but not limited to the risks
inherent in acquisitions of technologies and businesses, including the timing
and successful completion of technology and product development, unanticipated
expenditures, changing relationships with customers, suppliers and strategic
partners, the risks that the acquisition cannot be completed successfully or
that anticipated benefits are not realized, and changes in the capital structure
of the acquisition caused by fluctuations in 8x8's stock price, the risks
associated with managing a foreign subsidiary, including retaining key personnel
and coordinating operations; the risks inherent in productizing Odisei's
software, including the high standards of reliability and scalability required
of carrier-grade telephony software, security concerns for open architecture IP
telephony systems, and interoperability with 8x8's hardware platforms;
uncertainty of future profitability; the uncertainty of market acceptance of IP
telephony; the limits of existing IP telephony technology; rapid technological
change; compliance with industry standards; dependence on key personnel;
dependence on new product introduction; current and potential competition and
the need for additional capital. Further information on these and other factors
that could affect the actual results of 8x8 are included in 8x8's Report on Form
10-Q for the quarter ended December 31, 1998, which is on file with the
Securities and Exchange Commission. 8x8 assumes no obligation to revise or
update any forward-looking statements contained in this press release.
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The 8x8 logo is a registered trademark and Symphony is a trademark of 8x8, Inc.
IntraSwitch is a trademark of Odisei S.A. All other trademarks are the property
of their respective owners.