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
[NETSILICON LOGO]
NETSILICON ANNOUNCES DATE OF SPECIAL MEETING OF STOCKHOLDERS TO
VOTE ON PROPOSED ACQUISITION BY DIGI INTERNATIONAL
WALTHAM, MASS., JANUARY 14, 2002 - NetSilicon, Inc. (Nasdaq: NSIL) today
announced that it will hold a Special Meeting of Stockholders on Wednesday,
February 13, 2002, to vote on the company's proposed merger with Digi
International(R)Inc. (Nasdaq: DGII). Under the terms of the definitive merger
agreement, which was announced on October 30, 2001, Digi will acquire NetSilicon
in a transaction valued at approximately $60 million.
A joint proxy statement/prospectus was mailed on or about January 11, 2002 to
stockholders of record as of December 17, 2001. All stockholders of record as of
December 17, 2001 who are entitled to vote at the meeting are entitled to vote
on the transaction. NetSilicon stockholders are urged to read the joint proxy
statement/prospectus and any other relevant documents filed with the SEC. They
contain important information regarding the proposed merger of NetSilicon and
Digi International.
Holders of at least two-thirds of NetSilicon's outstanding voting shares must
vote in favor of the merger. Under Massachusetts law, all proxies are counted as
either "yes" or "no" votes.
- more -
- --------------------------------------------------------------------------------
411 Waverley Oaks Road, #227 - Waltham, MA 02452 - 800-243-2333
- 781-647-1234 - FAX 781-893-1338 - www.netsilicon.com
- --------------------------------------------------------------------------------
NETSILICON SCHEDULES SHAREHOLDER ANNOUNCES SPECIAL STOCKHOLDER MEETING - PAGE 2
To vote in favor of the merger, investors must return a "yes" vote. All
un-returned proxies will be counted as "no" votes.
Firsthand Capital Management, Inc., a leading investment firm and NetSilicon's
largest institutional shareholder, is in favor of the proposed merger. Ken
Pearlman, director of research for Firsthand Capital Management commented,
"Firsthand Capital is pleased and excited about the proposed merger. In our
opinion, the combined entity has the ingredients for long-term growth. As a long
time supporter of Netsilicon, we are in favor of this transaction."
"We believe the acquisition of NetSilicon by Digi International is a great
opportunity for the shareholders of both companies, and we encourage
shareholders to cast their votes," added Cornelius "Pete" Peterson, NetSilicon's
chairman and CEO. "Given Digi's substantially greater resources, we believe that
the proposed merger will provide NetSilicon with the capital necessary for
stronger product development and sales and marketing initiatives. At the same
time, the proposed merger is highly complementary in terms of the companies'
technology, products, vertical markets, and sales channels. By joining together,
we believe Digi International Inc. and NetSilicon, Inc. will be a financially
robust company, with a broad offering of device connectivity solutions."
ABOUT NETSILICON
NetSilicon (Nasdaq: NSIL) designs and manufactures integrated device networking
platforms for manufacturers who want to build intelligence and Internet/Ethernet
connectivity into their electronic products. These platforms integrate
system-on-silicon and software to provide a complete solution for connecting
devices to a network or the Internet. The NET+Works(TM) platform allows
manufacturers to shorten their time to market, reduce development risk, lower
costs, and free their engineers from the difficult task of integrating
multi-vendor networking components. NetSilicon is enabling device intelligence
and connectivity in a broad range of industries, including telecommunications,
building controls, security, retail point-of-sale and office imaging.
NetSilicon's solutions are paving the way for the device-centric networks of
tomorrow.
For additional company, product, or financial information, please visit the
NetSilicon Web site, www.NetSilicon.com, send email to info@NetSilicon.com, or
call 800-243-2333. For calls originating outside the US, call 781-647-1234.
NetSilicon headquarters is located at 411 Waverley Oaks Road #227, Waltham, MA
02452.
- more -
- --------------------------------------------------------------------------------
411 Waverley Oaks Road, #227 - Waltham, MA 02452 - 800-243-2333
- 781-647-1234 - FAX 781-893-1338 - www.netsilicon.com
- --------------------------------------------------------------------------------
NETSILICON ANNOUNCES SPECIAL STOCKHOLDER MEETING - PAGE 3
FORWARD LOOKING STATEMENTS
Except for the historical information contained herein, the matters discussed in
this news release are forward-looking statements that involve risks and
uncertainties, including statements regarding the Company's future business and
operating plans and the proposed acquisition by Digi, and future expected
revenues, earnings and financial performance.
Actual results may differ materially due to a variety of factors including,
without limitation, the Company's ability to develop, produce, and market
products that incorporate new technology on a timely basis, are priced
competitively and achieve significant market acceptance; introduction of new
products; higher expenses associated with the development and marketing of new
products; changes in product mix; trends in the intelligent devices and imaging
markets; risks of dependence on third-party component suppliers; inventory risks
due to shifts in market demand; the presence of competitors with broader product
lines and greater financial resources; risks associated with NetSilicon's
proposed acquisition by Digi International; risks associated with changing
economic conditions; intellectual property rights and litigation; needs for
liquidity; and the other risks detailed from time to time in the Company's
reports filed with the Securities and Exchange Commission, including the
Company's Registration Statement on Form S-1, most recent 10-K for its fiscal
year 2001, filed on May 1, 2001 and most recent 10-Q for its third quarter of
fiscal year 2002, filed on December 11, 2001.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Digi has filed a Registration Statement on Form S-4 in connection with the
transaction, and NetSilicon has mailed 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. The Registration
Statement and the Proxy Statement/Prospectus 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 may 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.
NetSilicon and NET+Works are trademarks of NetSilicon, Inc. All other names and
trademarks are the property of their respective owners.
CONTACTS:
NetSilicon, Inc.
Daniel J. Sullivan, CFO
781-647-1234
Mary Seaver, Investor Relations
781-398-4527
###
- --------------------------------------------------------------------------------
411 Waverley Oaks Road, #227 - Waltham, MA 02452 - 800-243-2333
- 781-647-1234 - FAX 781-893-1338 - www.netsilicon.com
- --------------------------------------------------------------------------------