Exhibit 99.2
ADIR TECHNOLOGIES COMPLETES
ACQUISITION OF NETSPEAK CORPORATION
Joining Two VoIP Pioneers Creates a Leading VoIP Software Vendor
Newark, N.J. & Boca Raton, F.L.--August 15, 2001--ADIR Technologies, Inc. today
announced it has completed its acquisition of publicly-held NetSpeak Corporation
(Nasdaq: NSPK), creating a leading supplier of network management, call-control
and application software for Voice over IP (VoIP) networks.
The acquisition brings together two of the pioneers in VoIP technology. ADIR was
formed in September 2000 as a spin-off of Net2Phone, Inc. (Nasdaq: NTOP), the
leading provider of Internet telephony services. ADIR's technology is based on
the proven, industry-leading VoIP network that Net2Phone has operated since
1995, a network that handles millions of VoIP calls per day. In addition, ADIR
is a member of the Cisco Service Provider Solutions Ecosystem partner program.
NetSpeak, founded in 1995, is also a leading Cisco Service Provider Solutions
Ecosystem partner, and has over 30 service provider customers using its suite of
VoIP infrastructure and application software today.
With this acquisition, ADIR is now the premier supplier of highly scalable
infrastructure software and applications that enable the delivery of basic and
enhanced voice services over IP networks. The combined company expects to
benefit from significant cross sell and up-sell opportunities through its
extensive relationships with more than 30 major communication service providers
worldwide, including Net2Phone, Genuity, China Unicom, IDT, Terra Networks,
NetVoice, Telenova, Avantel, CallServe and others. ADIR will be able to provide
these customers with the ability to upgrade to a larger scale VoIP network
management system, while NetSpeak will bring the global access and seasoned
development team that will enhance all service offerings. In addition, ADIR now
has an instant global market, with offices and communication relationships
worldwide.
As a result of the acquisition, David Greenblatt, previously President and Chief
Operating Officer of ADIR, has been named Chief Executive Officer. Mr.
Greenblatt was previously COO of Net2Phone, where his visionary leadership
helped make Net2Phone a market leading, global IP telephony company.
Michael Rich, previously Chief Executive Officer of NetSpeak, has been named
President and COO of ADIR. Mr. Rich brings over 20 years of experience in
telecommunications to ADIR's management team. Previously, Mr. Rich served as
Vice President and General Manager of AT&T Business Internet Services - Value
Added Services division. Prior to that role, Mr. Rich held a variety of
positions with AT&T focused on Internet and communications services.
"This merger makes ADIR a VoIP solutions powerhouse for those looking to
implement scalable, real-time VoIP systems," said David Greenblatt. "ADIR
already has a system that can manage and monitor all aspects of a large-scale,
carrier-grade VoIP environment for leading carriers. With the integration of
NetSpeak we now have products that can service the cable markets, as well as a
suite of front-end applications that create new revenue streams for our
customers. ADIR's market position is truly superior to that of any other company
currently in the marketplace."
"The combination of our two companies is a signal event for the VoIP industry,"
said Mr. Rich. "Our customers are looking for a software vendor that can bring
extensive experience in the delivery of telephone service as well as the ability
to monitor the condition of each element of their network, right down to the
single port. In addition, the reliability and scalability of our systems offers
solutions that are unmatched in the current market."
"We are very pleased that ADIR and NetSpeak have joined forces," said Alistair
Woodman, Director of Marketing, Voice Technology Center at Cisco. "In addition
to maintaining their commitments to existing customers, they also will be
working with Cisco to deliver VoIP integrated software and gateway solutions.
This will lead to even greater levels of robust, carrier-class VoIP solutions
for our service provider customers."
Under the terms of the merger agreement, ADIR has paid $3.10 in cash for each
outstanding share of NetSpeak common stock, valuing the acquisition at
approximately $48 million. As a result of the merger, Netspeak common stock has
been delisted from the Nasdaq National Market and is no longer publicly traded,
and the registration of Netspeak's common stock under the Securities and
Exchange Act of 1934 has been terminated. NetSpeak was advised in this
transaction by Broadview International LLC.
About ADIR Technologies
ADIR Technologies, Inc. offers proven, carrier-scale VoIP management software
and a complete "real-time" VoIP platform for telecommunications, Internet,
wireless, broadband and next generation service providers and enterprises
worldwide. ADIR was created by Net2Phone, the leading provider of Internet
telephony services, and Cisco Systems Inc., the world's leading maker of
networking equipment. ADIR's technology is based on the proven, industry-leading
VoIP network that Net2Phone has been operating since 1995, a network that
currently handles millions of VoIP calls per day. More information about ADIR
can be found at www.adirtech.com.
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About NetSpeak Corporation
A pioneer in Voice over IP network and infrastructure management solutions,
NetSpeak Corporation is a leading developer and marketer of advanced telephony
software for IP networks. NetSpeak's protocol-independent VoIP software
architecture, designed to meet the rapidly evolving business needs of its
Service Provider customers, delivers efficient management of network resources
and enables cost-effective introduction of new VoIP applications. Find out how
NetSpeak's advanced IP telephony solutions can future-proof your network by
visiting www.netspeak.com.
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This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward- looking statements
involve risks and uncertainties and actual results could differ materially from
those discussed in the forward-looking statements. For this purpose, any
statements contained in this press release that are not statements of historical
fact may be deemed to be forward-looking statements. Factors which may affect
Net2Phone's results include, but are not limited to, Net2Phone's ability to
expand its customer base, Net2Phone's ability to develop additional and leverage
its existing distribution channels for its products and solutions, dependence on
strategic and channel partners including their ability to distribute Net2Phone's
products and meet or renew their financial commitments, Net2Phone's ability to
address international markets, the effectiveness of Net2Phone's sales and
marketing activities, the acceptance of Net2Phone's products in the marketplace,
the timing and scope of deployments of Net2Phone's products by customers,
fluctuations in customer sales cycles, customers' ability to obtain additional
funding, technical difficulties with respect to Net2Phone's products or products
in development, the need for ongoing product development in an environment of
rapid technological change, the emergence of new competitors in the marketplace,
Net2Phone's ability to compete successfully against established competitors with
greater resources, the uncertainty of future governmental regulation,
Net2Phone's ability to manage growth, obtain patent protection, and obtain
additional funds, general economic conditions and other risks discussed in this
press release and in Net2Phone's other filings with the Securities and Exchange
Commission. All forward-looking statements and risk factors included in this
document are made as of the date hereof, based on information available to
Net2Phone as of the date thereof, and Net2Phone assumes no obligation to update
any forward-looking statement or risk factors.
Net2Phone currently owns more than 80% voting rights in ADIR. NetSpeak is a
wholly owned subsidiary of ADIR.
CONTACT:
ADIR Technologies
Dawn Orlinsky
P 973/412-3508
C 201/615-8658
dorlinsky@ADIRtech.com
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