Filed by Sycamore Networks, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Allen Organ Co.
Commission File No. 000-00275
This filing relates to a planned merger between Sycamore Networks, Inc.
("Sycamore") and Allen Organ Company ("Allen Organ") pursuant to the terms of an
Agreement and Plan of Merger, dated as of April 12, 2006 (the "Merger
Agreement"), by and among Sycamore, Bach Group LLC, Allen Organ, MusicCo, LLC,
LandCo Real Estate, LLC, AOC Acquisition, Inc. and the representative of the
holders of capital stock of Allen Organ. The Merger Agreement is on file with
the U.S. Securities and Exchange Commission as an exhibit to the Current Report
on Form 8-K filed by Sycamore on April 12, 2006, and is incorporated by
reference into this filing.
The following is a Q&A that was posted to the Sycamore Networks, Inc., intranet
web site (SycamoreWorld) for employees on May 5, 2006.
Q: Who is Eastern Research?
A: Eastern Research, Inc. is an innovative provider of network access
solutions for wireline, wireless, and private network operators. Based
in Moorestown, New Jersey, USA, Eastern Research has thousands of
systems installed worldwide and a large customer base that includes
major Tier 1 fixed line and mobile network operators, utility
companies, government agencies, and military networks. Eastern's
product portfolio includes multiservice cross-connects and access
gateways that aggregate, groom, and manage bandwidth in access portions
of wireline and wireless infrastructure networks. Eastern's solutions
enable network operators to cost-efficiently optimize service
bandwidth, streamline network operations, and deploy new services while
improving performance and reliability.
Q: What will be the advantage to Sycamore acquiring Eastern Research?
A: The addition of Eastern's field-proven products and technology will
enable Sycamore to diversify and increase our customer base, expand our
addressable market, and broaden our customer offerings by extending
Sycamore's intelligent networking capabilities to a complementary suite
of proven access solutions.
Q: Why is Sycamore making this acquisition?
A: As broadband drives new requirements for wireline and wireless
infrastructure networks, we believe there is opportunity to extend the
reach of our intelligent networking expertise and proven technology
assets to a broader mix of applications and market segments. We expect
t he acquisition of Eastern Research will be a first step towards
leveraging our strengths in the core to build a more comprehensive
suite of solutions optimized for emerging broadband networks. With an
established Tier 1 customer base and proven expertise in access
networking, the talented team at Eastern Research will significantly
enhance Sycamore's ability to meet these emerging challenges with
best-in-class solutions that extend to the network edge.
Q: What will the mission of the combined organization be?
A: The mission of the combined company will be to deliver innovative new
approaches to networking that enable our customers to build resilient,
scalable and agile wireline and wireless networks optimized for
emerging broadband services and applications.
Q: How will this deal benefit the customers of Sycamore and Eastern
Research?
A: We believe the addition of Eastern's proven access solutions will
significantly enhance Sycamore's ability to meet our customer's need
for agile, efficient and resilient networking solutions, both today and
on an ongoing basis. Backed by Sycamore's expertise in intelligent
networking and strong financial resources, the combined portfolio will
address a broader set of applications, enabling Sycamore to increase
the value of our solutions and build more strategic partnerships with
our customers as their wireline and wireless infrastructure networks
evolve.
Q: When will the deal close?
A: We currently expect the transaction to close this summer. The Boards of
both companies have approved the deal. As you know, this type of
transaction is subject to a number of closing conditions, including but
not limited to, approval by the shareholders of Allen Organ, Sycamore's
S-4 registration statement being declared effective by the Securities
and Exchange Commission (SEC), and any other required regulatory
approvals and other customary closing conditions. Prior to close the
companies are, and will continue to operate as, independent entities.
Q: Will Eastern Research become a standalone business unit within
Sycamore?
A: No. At the time of close both companies will be managed as a single,
high-performance, entity.
Q: Who will lead the new combined company?
A: Daniel E. Smith will continue to hold the position of President and CEO
of Sycamore Networks.
Q: How will this acquisition affect our existing products?
A: We do not expect the acquisition to affect Sycamore's existing products
and solutions, but rather enhance them. Ultimately, the addition of
Eastern's field-proven access products and technology will enable
Sycamore to diversify and increase its customer base, expand our
addressable market, and broaden our customer offerings by extending
Sycamore's intelligent networking capabilities to a complementary suite
of proven access solutions.
Q: Will Eastern products be branded under the Sycamore brand?
A: Yes.
Q: What should we tell Sycamore customers or partners when they ask
questions regarding the acquisition?
A: If you receive specific questions from customers not covered in the
existing Q&A document, please forward these through your managers.
Q: How will the acquisition affect Sycamore employees?
A: As organizations will be integrated following the close, it is
premature to predict the impact on employees. For the near term, the
acquisition will have no effect on your current job and title,
compensation, benefits, etc. As both companies continue to operate as
independent entities, employees should continue to focus on existing
goals and execute to the highest level possible. The organizational
structure of the combined company will be communicated at the time of
close.
Q: What will the organizational structure of the combined company look
like?
A: Following the closing, both companies, Sycamore and Eastern Research,
will be managed as a single, high-performance entity.
We will communicate the combined organization at the time of close.
Q: Will there be a reduction in headcount as a result of this acquisition?
A: While we do expect to realize certain cost synergies, our primary goal
is to leverage the exceptional talent of both teams to deliver a more
comprehensive portfolio of innovative solutions for wireline and
wireless network operators. As we move through the integration planning
process, we will take the time necessary to fully understand the
go-forward needs of the combined organization, including staffing
requirements, before decisions are made.
Q: Will employees whose jobs are eliminated receive severance?
A. Yes, consistent with Sycamore's severance policies.
Q. Will any offices be closed as a result of this acquisition?
A: As we work through the integration planning process and identify the
needs of the combined organization, we will take the time necessary to
fully understand the organizational and support structure required to
ensure we are best positioned to serve our customer's needs.
Q: Will employee benefits change as a result of this acquisition?
A: As part of the integration planning process, we will be carefully
evaluating the benefits program for the combined entity. Detailed
information regarding benefits will be provided to employees on or
about the time of close.
Q: How will the integration planning process be handled?
A: An integration planning team is formed and starting to plan for the
integration of the two companies. This Integration Planning Program
consists of an Integration Management Office (IMO), a core integration
team with senior representatives from key functional areas of the
business, and an Executive Steering Committee that includes senior
executives from both companies. In addition, the core team will be
supplemented with sub-teams to address function-specific issues.
Q: What can I do to help make the acquisition a success?
A: Stay focused on your job and continue to execute to the highest levels
possible. Do not be distracted by the acquisition announcement or
integration planning activities, as the transaction is not expected to
close until the summer. Use that time to demonstrate that Sycamore will
not lose any momentum during this interim period and will continue to
meet its commitments. Please use only the messaging documents and FAQs
to tell customers and partners what you know and when you will be in a
position to tell them.
Q: Is there a format or process to keep employees informed during the
acquisition and integration process?
A: Yes. As we have information to share and as we are in a position to
share it with employees, we will be making it available on the
"Acquisition Resource Center" section of SycamoreWorld. We will
do our best to answer your questions. Please bear in mind, however,
that in many cases we will not be in a position to provide more
detailed information until on or about the time of close.
FORWARD LOOKING STATEMENTS
Except for historical information contained in this Q&A, statements made in this
Q&A are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 ("PSLRA"). A forward-looking statement
is a statement that is not a historical fact and, without limitation, includes
any statement that may predict, forecast, indicate or imply future results,
performance or achievements, and may contain words like: "believe," anticipate,"
"expect," "estimate," "project," "will," "shall" and other words or phrases with
similar meaning. We claim the protection afforded by the safe harbor for
forward-looking statements provided by the PSLRA. Forward-looking statements
involve risks and uncertainties that may cause actual results to differ
materially from the results contained in the forward-looking statements. Risks
and uncertainties that may affect our ability to consummate the transactions
described in this Q&A or that may cause actual results to vary materially, some
of which are described within the forward-looking statements include, among
others: (1) we may be unable to obtain regulatory approvals required for the
merger, or required regulatory approvals may delay the merger or result in the
imposition of conditions that could have a material adverse effect on the
combined company or cause us to abandon the merger; (2) the shareholders of
Allen Organ and Eastern Research, Inc. may not approve and adopt the merger
agreement and the transactions contemplated by the merger agreement at the
special shareholder meetings; (3) we may not be able to obtain the insurance
coverage contemplated by the merger agreement, or even if obtained, we may not
be successful in pursuing claims under such policies; (4) we may be unable to
complete the merger or completing the merger may be more costly than expected
because, among other reasons, conditions to the closing of the merger may not be
satisfied; (5) problems may arise with the ability to successfully integrate the
businesses of the Company and Eastern Research, Inc., which may result in the
combined company not operating as effectively and efficiently as expected; (6)
the combined company may not be able to achieve the expected synergies from the
merger or it may take longer than expected to achieve those synergies; (7) the
merger may involve unexpected costs or unexpected liabilities, or the effects of
purchase accounting may be different from our expectations; (8) the combined
company may be adversely affected by future legislative, regulatory, or tax
changes as well as other economic, business and/or competitive factors.
The risks included here are not exhaustive. The annual reports on Form 10-K, the
quarterly reports on Form 10-Q, current reports on Form 8-K and other documents
filed by the Company with the SEC include additional factors that could impact
our businesses and financial performance provided in the section entitled
Factors that May Affect Future Results in Management Discussion and Analysis of
Financial Conditions and Results of Operations. In addition, we disclaim any
obligation to update any forward-looking statements to reflect events or
circumstances that occur after the date of this document, except as may be
required by law.
ADDITIONAL INFORMATION ABOUT THE TRANSACTIONS
AND WHERE TO FIND IT
Sycamore intends to file with the SEC a prospectus/proxy statement and other
relevant materials in connection with the proposed transactions. The
prospectus/proxy statement will be mailed to the stockholders of Allen Organ and
Eastern Research. Investors and security holders of Allen Organ and Eastern
Research are urged to read the prospectus/proxy statement and the other relevant
materials when they become available because they will contain important
information about Sycamore, Allen Organ, Eastern Research and the proposed
transactions. The prospectus/proxy statement and other relevant materials (when
they become available), and any other documents filed by Sycamore with the SEC,
may be obtained free of charge at the SEC's website at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents filed
with the SEC by Sycamore by contacting Sycamore Investor Relations at
978-250-3460. Investors and security holders may obtain free copies of certain
relevant documents from Allen Organ by contacting Allen Organ Investor Relations
at 610-966-2202. Investors and security holders of Allen Organ and Eastern
Research are urged to read the prospectus/proxy statement and the other relevant
materials when they become available before making any voting or investment
decision with respect to the proposed transactions.