Filed by NetSilicon, Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934, as amended
Subject Company: NetSilicon, Inc.
Commission File No.: 0-26761
DIGI AND NETSILICON MERGER
WHAT HAS HAPPENED?
On October 30, 2001 Digi International and NetSilicon, Inc. announced that they
have entered into definitive merger agreement, which will create a combined
$160+ million company, with the broadest offering of device connectivity
solutions available anywhere.
WHO IS DIGI INTERNATIONAL?
Digi International, based in Minneapolis, is the leader in Connectware(TM),
wired and wireless, hardware and software connectivity. Connectware is a
portfolio of products, and chips that network-enable devices. Digi markets its
products through a global network of distributors and resellers, systems
integrators and original equipment manufacturers (OEMs).
WHY DID THE MERGER COME ABOUT?
Digi recognized that NetSilicon has established a strategic early-to-market
position in the embedded networking industry, which complements Digi's success
selling its range of connectivity solutions. Digi brings NetSilicon a strong
distribution channel: a broad portfolio of products that our customers will buy;
strong market focus, customer knowledge and access; and state of the art host
software and resources.
For NetSilicon, teaming with Digi will allow us to invest in new technologies,
expand sales and technical coverage, and deliver better and more innovative
products and support to our customers. NetSilicon will continue to develop and
market its family of device networking platforms separately from Digi.
NetSilicon brings the missing pieces to Digi's existing product line: silicon
and real embedded software, as ultimately most of OEMs of electronic products
will embed silicon and software directly into their devices to deliver the
advanced device intelligence and connectivity that their markets will demand.
Within the last two years NetSilicon has realized that there is much more
revenue and market opportunities to capture if only we could get more momentum
in engineering, sales and marketing. Digi provides NetSilicon great resources to
make our company stronger than ever.
WHEN WILL THIS OCCUR?
Since both companies are public, there will be a 60- to 90-day period before the
transaction closes. During this period, the SEC will review the transaction and
the companies will hold stockholder meetings to vote on the merger.
WHAT WILL THE RESULTING COMPANY LOOK LIKE?
NetSilicon will operate as a separate legal entity but will be included in Digi
International's consolidated statements of operations.
Pete Peterson, NetSilicon's Chairman and CEO, will join Digi International's
Board of Directors, while being tasked to lead Digi's and NetSilicon's business
development.
Bruce Berger, Vice President Digi's European operations, will assume the
responsibility for NetSilicon operations. Bill Peisel, currently
NetSilicon's Chief Technology Officer, will become CTO of Digi. Digi will retain
NetSilicon's office in Waltham, Massachusetts.
We believe we can be both a market and technology leader in a way that neither
company could do on its own.
WHAT WILL THE IMPACT BE ON CUSTOMERS?
NetSilicon customers will receive the highest quality products, sales and
customer support. The only noticeable impact on our customers is that NetSilicon
will have more resources to serve them, and more innovative product offerings.
ADDITIONAL RESOURCES
Merger Press Release:
http://www.netsilicon.com/CorpWeb/modules/search_news.asp?NewsID=168
Digi International Acquisition of NetSilicon Conference Call:
http://www.corporate-ir.net/ireye/ir_site.zhtml?ticker=NSIL&script=2400
MORE INFORMATION AND WHERE TO FIND IT
Digi plans to file a Registration Statement on Form S-4 in connection with the
transaction, and NetSilicon expects to mail a Proxy Statement/Prospectus to
shareholders of NetSilicon and Digi containing information about the
transaction. Investors and security holders are urged to read the Registration
Statement and the Proxy Statement/Prospectus carefully when they are available.
The Registration Statement and the Proxy Statement/Prospectus will contain
important information about Digi,
NetSilicon, the transaction, the persons soliciting proxies relating to the
transaction, their interests in the transaction, and related matters. Investors
and security holders will be able to obtain free copies of these documents
through the website maintained by the U.S. Securities and Exchange Commission at
http://www.sec.gov. Free copies of the Proxy Statement/Prospectus and these
other documents may also be obtained from NetSilicon by directing a request
through the Investors Relations portion of NetSilicon's website at
http://www.netsilicon.com or by mail to NetSilicon, Inc., 411 Waverley Oaks
Road, Bldg. 227, Waltham, MA 02452 attention: Investor Relations, telephone:
1-800-243-2333 (for calls originating inside U.S.) or 1-781-647-1234 (for calls
originating outside the U.S.) or Digi by directing a request through the
Investors Relations portion of Digi's website at www.digi.com or by mail to
Investor Relations, Digi International Inc., 11001 Bren Road East, Minnetonka,
MN 55343 attention: Investor Relations, telephone: 1-952-912-3444.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
NetSilicon and Digi file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission ("SEC"). You
may read and copy any reports, statements or other information filed by
NetSilicon or Digi at the SEC public reference rooms at 450 Fifth Street, NW,
Washington, D.C. 20549 or at any of the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. NetSilicon and Digi's
filings with the SEC are also available to the public from commercial
document-retrieval services and at the Web site maintained by the SEC at
http://www.sec.gov.