SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
RAINDANCE COMMUNICATIONS, INC.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
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was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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4. Date Filed:
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THE FOLLOWING MATERIALS WERE USED BY RAINDANCE COMMUNICATIONS, INC.
("RAINDANCE") ON FEBRUARY 6, 2006 (MOUNTAIN TIME) IN DISCUSSING THE PROPOSED
TRANSACTION REFERRED TO IN THE MATERIAL BELOW WITH ITS EMPLOYEES, CUSTOMERS,
INVESTORS AND PARTNERS AND RAINDANCE MAY USE THESE MATERIALS IN THE FUTURE FOR
SIMILAR PURPOSES:
AT WEST CORPORATION: AT RAINDANCE COMMUNICATIONS:
David Pleiss Charles Messman/Todd Kehrli
(402) 963-1500 (818) 556-3700
dmpleiss@west.com ir@mkr-group.com
WEST CORPORATION ANNOUNCES AGREEMENT TO PURCHASE
RAINDANCE COMMUNICATIONS
Proposed Deal Will Enhance Conferencing Segment Offerings
OMAHA, NE AND LOUISVILLE, CO, FEBRUARY 6, 2006 -- West Corporation (NASDAQ:
WSTC), a leading provider of outsourced communication solutions, and Raindance
Communications Inc. (NASDAQ: RNDC), a leader in integrated multimedia
conferencing services and support, today jointly announced that they have
entered into an agreement whereby West will acquire Raindance for $2.70 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 $110 million,
net of option proceeds and cash on hand. In addition, federal income tax
benefits of approximately $37 million, assuming a 35% tax rate, are expected to
be realized over 18 years. West expects the acquisition to be slightly accretive
to earnings on a GAAP basis in 2006.
Closing is subject to Raindance shareholder approval, regulatory approvals, and
other customary closing conditions. The acquisition does not require the
approval of West shareholders and is not conditioned upon the receipt of
financing by West.
Founded in 1997, Raindance Communications was one of the pioneers in web
conferencing. Its suite of services includes reservationless conferencing,
operatorassisted conferencing and its multimedia conferencing products:
Raindance Seminar Edition and Raindance Meeting Edition. Based in Louisville,
Colorado, Raindance serves a diverse base of thousands of corporate customers
across numerous vertical markets and all major industries. Raindance will become
part of West Corporation's Conferencing Services segment, and Raindance products
and services will be integrated into the InterCall suite of products.
"We are excited to enhance our multimedia conferencing offerings with
Raindance's high-quality products," said Thomas B. Barker, Chief Executive
Officer of West Corporation. "This acquisition will also leverage our core
competencies and increase the utilization of our existing infrastructure -- a
formula that has consistently yielded excellent results with our previous
acquisitions."
"West and Raindance have a shared vision to provide best-in-class multimedia
conferencing services to the market," stated Don Detampel, Chief Executive
Officer of Raindance Communications. "This agreement will provide our customers
greater global reach to meet their needs for international communications and
expanded operator-assisted capabilities that are fundamental to multimedia
events."
CONFERENCE CALL
West Corporation will hold a conference call to discuss this acquisition on
February 7 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
www.west.com and clicking on the Webcast link or by calling 800-374-0457. A
replay of the call will also be available on the website.
Raindance will discuss this acquisition on its earnings call on February 15.
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 www.west.com.
ABOUT RAINDANCE COMMUNICATIONS
Raindance Communications, Inc., the leader in integrated multimedia conferencing
services and support, brings an entirely new level of simplicity and interaction
to remote meetings and events. Its suite of best-in-class services, Raindance
Seminar Edition and Raindance Meeting Edition, redefine the everyday meeting
experience. Thousands of corporate customers currently use Raindance's
technology to more effectively communicate with colleagues, vendors, customers
and partners around the world. For more information, please visit
www.raindance.com.
FORWARD-LOOKING STATEMENTS
This news release contains forward looking statements within the meaning of the
Federal securities laws. The statements above regarding expected federal income
tax benefits and expected effects on West Corporation's future earnings are
forward looking statements. You can identify these and other forward looking
statements by the use of such words as "will," "expect," "plans," "believes,"
"estimates," "intend," "continue," or the negative of such terms, or other
comparable terminology. Forward looking statements also include the assumptions
underlying or relating to any of the foregoing statements.
Each company's actual results could differ materially from the expectations
expressed in these statements. Factors that could cause actual results to differ
include, but are not limited to, risks related to the merger being consummated;
the risk that required regulatory approvals or stockholder approvals might not
be obtained in a timely manner, without conditions, or at all; the ability to
satisfy all closing conditions in the definitive agreement; risks relating to
the timing and successful completion of integration of the technologies and
business operations of West Corporation and Raindance and obtaining expected
operating efficiencies within anticipated time frames; unanticipated
expenditures relating to such integration; difficulties in attracting or
retaining customers or employees as a result of signing the merger agreement;
risks of unforeseen material adverse changes to the business or operations of
either West Corporation or Raindance; risks that the proposed transaction
disrupts current plans, operations, and technology and product development
efforts; and other factors described in West's SEC reports (including its annual
report on Form 10-K for the year ended December 31, 2004, most recent quarterly
report on Form 10-Q and prospectus supplement dated October 6, 2005) and
Raindance's SEC reports (including its annual report on Form 10-K for the year
ended December 31, 2004, and
most recent quarterly report on Form 10-Q). West Corporation and Raindance
assume no obligation to update any forecast or the forward-looking statements
included in this document, except as required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Raindance intends to file a proxy
statement and other relevant materials with the Securities and Exchange
Commission ("SEC"). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE
PROPOSED TRANSACTION, SHAREHOLDERS OF RAINDANCE ARE URGED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other
relevant materials, and any other documents filed by Raindance with the SEC, may
be obtained free of charge at the SEC's website at www.sec.gov. In addition,
stockholders of Raindance may obtain free copies of the documents filed with the
SEC by directing a request through the Investors Relations portion of
Raindance's website at http://www.raindance.com or by mail to Raindance, 1157
Century Drive, Louisville, CO 80027, attention: Investor Relations, telephone:
(303) 928-3000. You may also read and copy any reports, statements and other
information filed by Raindance with the SEC at the SEC public reference room at
450 Fifth Street, N.W. Room 1200, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SEC's website for further information on its public
reference room.
INTERESTS OF CERTAIN PERSONS IN THE MERGER
Raindance and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Raindance stockholders in favor
of the proposed transaction. Certain executive officers and directors of
Raindance have interests in the transaction that may differ from the interests
of stockholders generally, including acceleration of vesting of stock options
and/or restricted stock awards, payment of cash bonuses in connection with a
change in control transaction and continuation of director and officer insurance
and indemnification. These interests will be described in the proxy statement
when it becomes available.
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