EXHIBIT 99
DIGI INTERNATIONAL COMPLETES ACQUISITION OF NETSILICON
Combined Company Leads the Growing Connectware Market
Minneapolis, February 13, 2002 - Digi International(R) Inc. (Nasdaq: DGII), the
leading provider of Connectware(TM), a category of wired and wireless, hardware
and software connectivity solutions, and NetSilicon, Inc. (Nasdaq: NSIL), the
leading provider of integrated hardware and software for intelligent networked
devices, announced today that they have received shareholder approval for the
completion of their previously announced merger. Under the terms of the merger
agreement, Digi expects to pay $15 million in cash and issue approximately 6.4
million shares of Digi common stock.
"The combination of Digi's growing line of Connectware products with
NetSilicon's next-generation solutions for intelligent, networked devices
creates the broadest and most competitive family of device connectivity
solutions in the industry," Digi's Chairman, President and CEO, Joe Dunsmore,
stated. "Digi's market leadership position and strong financial condition will
enable us to continue to support our strategy of fueling development of products
in growth markets, including device servers, terminal servers and embedded
network connectivity."
Cornelius ("Pete") Peterson, VIII, who previously served as the Chairman and
Chief Executive Officer of NetSilicon, has been elected to Digi's Board of
Directors and appointed Senior Vice President of Business Development for the
merged company.
"We believe that NetSilicon's expertise in embedded solutions combined with our
early-to-market advantage among OEM customers are the perfect compliment to
Digi's Connectware strategy and strong two tier distribution channel," said Mr.
Peterson. "The combined company will also benefit from expertise in several key
vertical markets, including retail point-of-sale, industrial automation,
hospitality, imaging, building controls and home automation."
At a Special Meeting of Stockholders held on February 13, 2002, Digi's
stockholders approved the issuance of shares of Digi common stock required to
consummate the merger. As a result of the merger, each share of NetSilicon
common stock issued and outstanding immediately prior to the effective time of
the merger has been converted into the right to receive .65 shares of Digi
common stock. Each NetSilicon stockholder also had the right to elect to receive
cash for some or all of his shares. However, because the cash elections by all
NetSilicon stockholders would have required Digi to pay more than $15 million in
cash in the merger, under the terms of the merger agreement NetSilicon
stockholders who elected to receive cash were cut back on a proportionate basis.
Pursuant to the merger agreement the per-share cash payment for each share of
NetSilicon common stock is $3.9969, which is equal to .65 times the average
per-share closing price of Digi common stock on the Nasdaq National Market over
the period of ten trading days ending on the third trading day before the
closing of the merger.
ABOUT DIGI INTERNATIONAL
Digi International, based in Minneapolis, is the leader in Connectware, wired
and wireless, hardware and software connectivity solutions. Connectware
network-enables the essential devices that build business. Digi markets its
products through a global network of distributors and resellers, systems
integrators and original equipment manufacturers (OEMs).
DIGI INTERNATIONAL COMPLETES ACQUISITION OF NETSILICON
For more information, visit Digi's Web site at www.digi.com, or call (800)
344-4273 (U.S.) or (952) 912-3444 (International).
ABOUT NETSILICON
NetSilicon 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 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 NetSilicon product or financial information, please visit the
NetSilicon Web site, www.NetSilicon.com, send email to info@NetSilicon.com, or
call (800) 243-2333 (U.S.) or (781) 647-1234 (International).
Digi, Digi International, Connectware, RealPort and the Digi logo are trademarks
or registered trademarks of Digi International Inc. in the United States and
other countries. NetSilicon and NET+Works are trademarks of NetSilicon, Inc.
DIGI FINANCIAL CONTACTS
Digi International Inc. Digi International Inc.
S. (Kris) Krishnan Don De Laria
(952) 912-3125 (952) 912-3126
s_krishnan@digi.com don_delaria@digi.com
DIGI PRESS CONTACTS
Digi International Inc. Ogilvy Public Relations
Jan McBride Lauren Mistretta,
(952) 912-3473 (312) 397-6017
JanM@digi.com lauren.mistretta@ogilvypr.com
2
DIGI INTERNATIONAL COMPLETES ACQUISITION OF NETSILICON
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute "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, which generally can be identified by the use of forward-looking
terminology such as "anticipate," "believe," target," "estimate," "may,"
"will," "expect," "plan," "project," "should," or "continue" or the
negative thereof or other variations thereon or similar terminology. Such
statements are based on information available to management as of the time
of such statements and relate to, among other things, expectations of the
business environment in which the companies operate, projections of future
performance, perceived opportunities in the market and statements regarding
the combined company's mission and vision, future financial and operating
results, and benefits of the merger. Such statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions, including risks related to the highly competitive market in
which the companies operate, rapid changes in technologies that may
displace products sold by the combined company, declining prices of
networking products, the combined company's reliance on distributors,
delays in product development efforts, uncertainty in consumer acceptance
of the combined company's products, and changes in the companies' level of
revenue or profitability. These forward-looking statements are neither
promises nor guarantees, but are subject to risk and uncertainties that
could cause actual results to differ materially from the expectations set
forth in the forward-looking statements, including but not limited to
uncertainties associated with economic conditions in the imaging
marketplace, particularly in the principal industry sectors served by the
combined company, changes in customer requirements and in the volume of
sales to principal customers, the ability of the combined company to
achieve the anticipated benefits and synergies associated with this
transaction, the challenges and risks associated with managing and
operating business in numerous international locales, competition and
technological change, and the risks that the businesses will not be
integrated successfully.
These and other risks, uncertainties and assumptions identified from time
to time in Digi's and NetSilicon's filings with the Securities and Exchange
Commission, including without limitation, their annual reports on Form 10-K
and quarterly reports on Form 10-Q, could cause future results to differ
materially from those expressed in any forward-looking statements. Many of
such factors are beyond the companies' ability to control or predict. These
forward-looking statements speak only as of the date for which they are
made. The companies disclaim any intent or obligation to update publicly
any forward-looking statements, whether as a result of new information,
future events or otherwise.
3