Filed by Tektronix, Inc.
Pursuant to Rule 165 and Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Inet Technologies, Inc.
Commission File No. 000-24707
This filing relates to the proposed acquisition by Tektronix, Inc. ("Tektronix")
of Inet Technologies, Inc. ("Inet") pursuant to the terms of an Agreement and
Plan of Merger, dated June 29, 2004, among Tektronix, Inet, Impala Merger Corp.
and Impala Acquisition Co. LLC (the "Merger Agreement"). Tektronix intends to
file the Merger Agreement with the Securities and Exchange Commission ("SEC") as
an exhibit to a Current Report on Form 8-K to be filed by Tektronix on June 30,
2004, which report will be incorporated by reference into this filing.
The following is a press release issued by Tektronix and Inet on June 29, 2004.
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Tektronix Media: Kimberly McAlear
For Immediate Release 503/627-4314
kimberly.mcalear@tektronix.com
Tektronix Analyst: John Gardner
503/627-5614
john.d.gardner@tektronix.com
Inet Contact: Kelly Love
469/330-4171
kelly.love@Inet.com
TEKTRONIX TO ACQUIRE INET TECHNOLOGIES
TRANSACTION CREATES GLOBAL LEADER IN NETWORK MONITORING AND PROTOCOL TEST
SOLUTIONS FOR NETWORK OPERATORS AND EQUIPMENT MANUFACTURERS
BEAVERTON, Ore. and RICHARDSON, Texas, June 29, 2004 - Tektronix, Inc. (NYSE:
TEK) and Inet Technologies, Inc. (NASDAQ: INET), today announced that they have
signed a definitive agreement for Tektronix to acquire Inet, a leading global
provider of communications software solutions that enable network operators to
more strategically and profitably operate their businesses. Inet's products
address next-generation networks, including 2.5G and 3G mobile data and
voice-over-packet (also referred to as VoIP) technologies, and traditional
networks.
Inet, founded in 1989 and profitable every year since 1990, has approximately
500 employees worldwide and had 2003 sales of $104 million. When combined with
Tektronix' mobile protocol test business, sales from products addressing the
network monitoring and protocol test markets are expected to exceed $200
million, making Tektronix one of the largest global providers of these
solutions.
Tektronix anticipates that the acquisition will accelerate the delivery of
products and solutions for network operators and equipment manufacturers seeking
to implement next-generation technologies such as General Packet Radio Service
(GPRS), Universal Mobile Telecommunications Systems (UMTS) and VoIP. Inet will
become part of Tektronix' Communications and Video business.
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Tektronix will acquire all of Inet's outstanding stock for approximately $12.50
per share consisting of $6.25 per share in cash and approximately $6.25 per
share in Tektronix' stock. After adjusting for Inet's $172 million cash balance
as of March 31, 2004, the net purchase price is approximately $325 million. The
net purchase price will be satisfied with net consideration of approximately
$250 million in Tektronix stock and approximately $75 million in cash. The stock
portion of the consideration is subject to a 10 percent collar. The transaction,
which has been approved by both companies' Boards of Directors, is subject to
customary closing conditions, including Inet stockholder approval and certain
regulatory approvals. The transaction is expected to close on approximately
September 30, 2004.
"Tektronix' strategy is to develop leadership positions in selected test,
measurement and monitoring product categories that are large and growing. We
believe that combining Inet with our mobile protocol business enables us to grow
and enhance our leadership position in this market," said Rick Wills, Tektronix
Chairman and CEO. "Our protocol business has seen very strong performance over
the last few years. This combination represents a unique opportunity to build on
that success by adding Inet's leadership in its target markets - especially
mobile data - to Tektronix' capabilities and relationships with mobile equipment
manufacturers."
Wills continued, "We intend to leverage product and technology synergies to
enable us to accelerate product development and bring new products to customers
faster. In addition, network operators and equipment manufacturers will be able
to access, from one supplier, all of their network monitoring and protocol test
needs across the technology 'food chain'."
"We are very excited about this opportunity," said Elie Akilian, President and
Chief Executive Officer of Inet. "The synergies between our two companies - in
terms of products, sales channels, customer care and strategic focus - are
substantial. This transaction provides Inet the scale needed to successfully
capitalize on the significant growth opportunities in today's mobile data and
VoIP markets. Our stockholders should be pleased with the resulting combination
- - a global market leader offering a broad portfolio of products that address the
entire technology life cycle to the world's leading network operators and
equipment manufacturers. This also provides a great growth opportunity for our
employees to become part of a $1 billion company with significant worldwide
resources and footprint."
Financial Impact and Transaction Overview
The transaction is expected to be breakeven to slightly dilutive in FY2005 on an
adjusted earnings per share basis that excludes amortization of
acquisition-related intangibles and other transaction-related charges but
includes the impact of the write down of deferred revenue. Tektronix expects the
transaction to close on approximately September 30, 2004 and will provide
updated transaction details at that time.
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Tektronix to Acquire Inet.../3
Tektronix will be discussing this announcement on a conference call tomorrow,
June 30, 2004, beginning at 5:15 am Pacific Daylight Time (PDT). A live Webcast
of the conference call will be available at www.tektronix.com/ir. A replay of
the webcast will be available at the same Web site through the transaction
closing.
About Tektronix
Tektronix, Inc. is a leader in test, measurement, and monitoring providing
measurement solutions to the communications, computer, and semiconductor
industries worldwide. With more than 55 years of experience, Tektronix enables
its customers to design, build, deploy, and manage next-generation global
communications networks and advanced technologies. Headquartered in Beaverton,
Oregon, Tektronix has operations in 19 countries worldwide. Tektronix' Web
address is www.tektronix.com.
About Inet
Founded in 1989, Inet Technologies is a global provider of communications
software products that enable communications carriers to more strategically and
profitably operate their businesses. Inet's Unified AssuranceTM Solution and its
diagnostics products help its customers reduce capital and operating
expenditures, improve customer acquisition and retention rates, protect and grow
revenues, and more quickly and effectively develop products or services. Using
its Unified Assurance Solution products, communications carriers are able to
simultaneously manage their voice and data services at the network, service and
customer layers to detect network and service problems in real time, enabling
proactive identification of specific customers impacted by network or service
issues. Inet's Diagnostics products assist network operators and equipment
manufacturers in quickly and cost-effectively designing, deploying and
maintaining current- and next-generation networks and network elements. Inet is
headquartered in Richardson, Texas and has 501 employees worldwide. Inet is an
ISO 9001 registered company. For more information, visit Inet on the Web at
www.Inet.com.
ADDITIONAL INFORMATION ABOUT THE ACQUISITION AND WHERE TO FIND IT
Tektronix and Inet intend to file with the Securities and Exchange Commission
("SEC") a Registration Statement on Form S-4, which will contain a proxy
statement/prospectus with respect to the acquisition and other relevant
materials. WE URGE INET STOCKHOLDERS AND INVESTORS TO READ THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT TEKTRONIX, INET AND THE ACQUISITION. The proxy
statement/prospectus, including the annexes attached to, and the reports
incorporated by reference in, the proxy statement/prospectus, and any other
reports and documents filed by Tektronix or Inet with the SEC, may be obtained
free of charge at the SEC's web site at www.sec.gov.
Investors and security holders may obtain copies of all documents filed with the
SEC relating to the acquisition, free of charge, at the SEC's web site
(www.sec.gov). Investors and security holders may also obtain these documents
free of charge from Tektronix at the Investor Relations
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Tektronix to Acquire Inet.../4
link on Tektronix' web site at www.tektronix.com or by contacting Tektronix'
Investor Relations at [(503) 627-5614]. Documents will also be available at the
link entitled SEC filings in the Investor Relations section of Inet's web site,
www.inet.com, or by contacting Inet's Investor Relations at [(469) 330-4171].
Tektronix and Inet and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from security holders in
connection with this transaction. Information about the directors and executive
officers of Tektronix and Inet and information about other persons who may be
deemed participants in this transaction will be included in the proxy
statement/prospectus. You can find information about Tektronix' executive
officers and directors in Tektronix' proxy statement (DEF14A) filed with the SEC
on August 21, 2003. You can find information about Inet's officers and directors
in their proxy statement (DEF14A) filed with the SEC on April 9, 2004. You can
obtain free copies of these documents from the SEC or from Tektronix and Inet
using the contact information above. In addition, directors and executive
officers of Inet may have direct or indirect interests in the acquisition due to
securities holdings, pre-existing or future indemnification arrangements,
vesting of options, or rights to severance payments if their employment is
terminated following the acquisition. Additional information regarding
Tektronix, Inet, and the interests of their respective executive officers and
directors in the merger is contained in the proxy statement/prospectus.
We urge Inet's stockholders to read the proxy statement/prospectus, including
the annexes attached to, and the reports incorporated by reference in, the proxy
statement/prospectus, and any future report and document filed with the SEC by
Tektronix and Inet, before making any voting or investment decision with respect
to the acquisition.
Statements and information in this press release that relate to future events or
results (including the combined companies' expectations as to sales, earnings
per share, cost structure, market position, market growth opportunities and new
products) are based on Tektronix' and Inet's current expectations. They
constitute forward-looking statements subject to a number of risk factors, which
could cause actual results to differ materially from those currently expected or
desired. Those factors include: worldwide geopolitical and economic conditions;
business conditions in the electronics, communications, computer and advanced
technologies industries; the satisfaction of the acquisition transaction closing
conditions, the development and successful implementation of acquisition
integration plans, the achievement of acquisition based synergy projections
(both cost and revenue based), the retention of key Inet employees and
customers, and other risks associated with the acquisition. Further information
on factors that could cause actual results to differ from those anticipated is
included in filings made by Tektronix and Inet from time to time with the
Securities and Exchange Commission, including but not limited to, annual reports
on Form 10-K and the quarterly reports on Form 10-Q.
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Tektronix is a registered trademark of Tektronix, Inc. All other trade names
referenced are the service marks, trademarks or registered trademarks of their
respective companies.
Inet Technologies and Unified Assurance are trademarks of Inet Technologies,
Inc. All other trademarks or registered trademarks belong to their respective
owners.