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Nortel Carrier Ethernet Operations
(AP) -- Ciena Corp. is offering money and inventory value $521 million to purchase some of Nortel's most-prized last company units because the fallen telecommunications enterprise continues to liquidate.
The deal announced Wednesday covers the Nortel Optical Networking and carrier Ethernet corporations, which had been regarded among the most excellent property yet to be offered by way of Nortel.
Nortel noted its settlement with Ciena calls for the Linthicum, Md.-based mostly business to offer jobs to as a minimum 2,000 employees, or greater than 85 percent of complete at Nortel's Optical Networking and provider Ethernet company contraptions.
however, there isn't a assure the deal will shut as announced due to the fact that Ciena's offer should be used as a gap bid for an auction with the aid of Nortel.
In outdated auction of Nortel business gadgets this year, the ultimate fees have been significantly higher than the preliminary "stalking horse" bids.
during this case, Ciena is providing $390 million in money and 10 million shares of Ciena regular inventory. The shares are currently value about $131 million.
Nortel, a former telecommunications device large that at one factor accounted for one-third of the market price on the complete Toronto stock trade, filed for chapter insurance policy in Canada and the U.S. in January.
The Toronto-primarily based enterprise has been promoting its operations piece by means of piece.
ultimate month, Nortel announced its commercial enterprise options division would be sold to New Jersey-based Avaya for $900 million. Avaya had initially bid $475 million in July however sweetened the offer to win an public sale that began Sept. 11 and lasted a number of days.
earlier than that, LM Ericsson of Sweden agreed to pay $1.13 billion for Nortel's wireless network company, beating a $650 million stalking horse bid put ahead with the aid of Nokia Siemens, a three way partnership between Finland's Nokia Corp. and Germany's Siemens AG.
Philippe Morin, president of Nortel Metro Ethernet Networks, mentioned that Nortel's personnel have executed a "big job stabilizing our company" and the enterprise is "exceptionally glad" that a major number of them can be provided jobs with Ciena. The addition of 2,000 personnel from Nortel would roughly double the dimension of Ciena's global staff.
"this is a unique and enjoyable opportunity for us to accelerate our existing strategy and the pace of our increase plans via two to three years," Gary Smith, Ciena's CEO and president, observed in a statement.
Ciena shares rose 48 cents, or three.7 %, to $13.fifty three in morning trading Wednesday in big apple.
©2009 The associated Press. All rights reserved. This material may also no longer be posted, broadcast, rewritten or redistributed.
explore extra: Nortel to promote itself off in pieces
TORONTO (Reuters) - Bankrupt telecom equipment maker Nortel Networks Corp NRTLQ.PK has sought court docket approval to sell definite property of its service voice over internet protocol and application solutions company to Genband Inc for $282 million, court papers showed.
The Canadian company mentioned on Wednesday Genband is performing because the “stalking horse bidder,” surroundings the ground price for the belongings at an public sale supervised through the chapter court.
The buy expense is discipline to balance sheet and different changes estimated at about $one hundred million.
The present with the aid of Texas-based Genband comprises the North america, Caribbean and Latin america and Asia service VoIP and software solutions company. It additionally comprises an settlement for the sale of appreciably all of the assets of the Europe, core East and Africa element of its CVAS enterprise.
Nortel expects to seek U.S. and Canadian court docket approvals for the bidding strategies, including a bid deadline and tentative public sale date, next month.
It noted a “huge quantity” of the personnel within the operations being bought would continue their jobs with Genband.
Nortel, once North the united states’s biggest telecommunications device enterprise, filed for chapter protection remaining January. in preference to making an attempt to restructure, it's auctioning off its belongings in an try to pay again debtholders.
earlier this month, bankruptcy courts cleared the style for Ciena Corp CIEN.O to purchase Nortel’s optical networking and carrier ethernet business for $769 million.
community machine maker Ciena talked about it expects the deal — with a view to double its dimension and increase its debt load — to shut within the first quarter of 2010.
Ciena trumped a suggestion by using Nokia Siemens and its financial associate, One equity companions, with an public sale-successful bid of $530 million in money and $239 million in convertible securities.
last month, Sweden’s Ericsson (ERICb.ST) gained an public sale for Nortel’s instant assets, including the CDMA wireless know-how utilized in North the usa and in the emerging LTE excessive-speed instant expertise.
The case is Nortel Networks Inc, et al, No. 09-10138 within the U.S. chapter courtroom for the District of Delaware.
Late on Wednesday, Nortel spoke of it and Nortel Networks limited (NNL), Nortel Networks Inc. (NNI), and certain of its different Canadian and U.S. subsidiaries which have filed for creditor protection in Canada or the U.S. entered right into a ultimate Canadian Funding and contract agreement.
The agreement offers for the agreement of certain inter-business claims, together with in appreciate of quantities determined to be owed via NNL to NNI under Nortel’s transfer pricing arrangements for the years 2001 through 2005.
Reporting by way of Santosh Nadgir in Bangalore and Scott Anderson in Toronto; modifying by way of John Wallace
LINTHICUM, Md.--(business WIRE)--Ciena® organization (NASDAQ: CIEN), the network specialist, today announced that it has entered into agreements with Nortel to purchase substantially the entire optical networking and service Ethernet belongings of Nortel’s Metro Ethernet Networks (guys) enterprise for $390 million in cash and 10 million shares of Ciena regular inventory. The product and technology assets to be obtained include Nortel’s lengthy-haul optical transport portfolio; metro optical Ethernet switching and transport options; Ethernet transport, aggregation and switching know-how; multiservice SONET/SDH product families; and network administration software products.
The proposed transaction would strengthen Ciena’s international presence and bring collectively complementary technologies in switching and transport so one can present valued clientele a pragmatic route for transitioning to automatic, optical Ethernet-based networking. based on the closing expense of Ciena’s stock on Tuesday, October 6, 2009, the aggregate price of the shares to be issued through Ciena is about $131 million, bringing the cost of the glory to about $521 million. The belongings to be received generated approximately $1.36 billion in earnings for Nortel in 2008 and $556 million (unaudited) within the first six months of 2009.
“here's a different and interesting opportunity for us to speed up our current strategy and the tempo of our growth plans by means of two to three years,” said Gary Smith, Ciena’s CEO and president. “We agree with this transaction will position us for quicker boom by means of giving us superior geographic reach, broader client relationships and a deeper portfolio of options. We believe we are most efficient located to leverage these assets, thereby creating a significant challenger to normal community companies.”
He persisted: “we now have colossal appreciate for the gifted people at Nortel and for his or her song listing of innovation, and we look ahead to the chance to build on our current presence in Canada, the place we have operated an R&D middle of excellence since 2003. should the transaction be completed, we should be disciplined in integrating the bought belongings on an aggressive timeframe. we can draw from the surest in our respective businesses, cultures and skills to be sure that we bring continuity of provide and innovation for our purchasers and meet shareholder expectations.”
Ciena is anticipated to make employment offers to at the least 2,000 Nortel employees to develop into part of Ciena’s world team of community consultants. The proposed acquisition would tremendously enhance Ciena’s latest Canadian-based mostly development substances, making Ottawa the enterprise’s biggest product and building center. Ciena presently has construction facilities in Alpharetta, Georgia; Linthicum, Maryland; Ottawa, Ontario; San Jose, California; Spokane, Washington; and Gurgaon, India. As of July 31, 2009, the conclusion of its fiscal third quarter, Ciena employed 2,one hundred ten employees globally.
Given the constitution of the transaction as an asset carve-out, Ciena expects to incur integration-linked prices of about $180 million. according to current expectations of deal timing, Ciena anticipates that the majority of the mixing-connected prices will be incurred in 2010 and expects the transaction to be drastically accretive to Ciena’s consequences of operations in fiscal 2011.
on account of Nortel’s restructuring procedure, the transaction is discipline to a aggressive bidding system and requires the approval of the U.S. chapter courtroom for the District of Delaware and the Ontario superior courtroom of Justice. Ciena expects hearings before these courts to approve bidding tactics, wreck-up payment and fee compensation can be held within the next a few weeks, adopted by a bid length and a potential public sale, with remaining sale hearings to be held thereafter.
within the Europe, core East and Africa (EMEA) place, Ciena has entered into an settlement with the Joint directors, on behalf of the Nortel EMEA entities collaborating within the transaction for which they have got been appointed, and where applicable, the transaction is discipline to statutory advice-sharing and session techniques with the central employee representatives, as well as approval of the court in Israel.
The transaction is additionally area to well-known closing situations, together with receipt of vital regulatory approvals.
Deutsche financial institution Securities Inc. and Foros Securities LLC served as economic advisors to Ciena on this transaction.
more information about this proposed transaction is attainable in a form eight-k to be filed via Ciena these days and on Ciena’s site at http://www.ciena.com.
live web Broadcast and Teleconference of dialogue
Ciena’s executives will host a discussion of this news announcement with investors and fiscal analysts today, Wednesday, October 7, 2009 at eight:30 am (jap). The are living broadcast of the dialogue will be purchasable by means of Ciena’s website at http://investor.ciena.com. The discussion will even be teleconferenced and attainable globally with the aid of dialing +1 (719) 325-2370. Please use access code 1922497. A constrained number of dial-in lines could be made available. To make certain your participation in the teleconference, please dial into the name core as a minimum 5 minutes just before the scheduled conference delivery time.
For those unable to participate in the are living webcast/teleconference name, an automatic playback will be accessible from approximately 12:00 pm (jap) on Wednesday, October 7, 2009 through middle of the night (eastern) on Thursday, October 8, 2009. To take heed to the replay at any time in the U.S. and Canada, dial: (888) 203-1112 and from international locations: +1 (719) 457-0820. Please use entry code 1922497. An archived edition of the discussion will also be attainable presently following the conclusion of the are living broadcast on the Investor family members page of Ciena’s web site at: http://investor.ciena.com.
Ciena makes a speciality of useful network transition. We offer leading network infrastructure options, intelligent software and a finished services follow to assist our valued clientele use their networks to basically trade the manner they compete. With a worldwide presence, Ciena leverages its heritage of useful innovation to convey optimum performance and economic price in communications networks global. We mechanically put up contemporary information, fiscal consequences and different vital bulletins and counsel about Ciena on our site. For more information, visit www.ciena.com.
be aware to traders
ahead-looking statements. This press liberate incorporates certain forward-searching statements in line with present expectations, forecasts and assumptions that contain risks and uncertainties. ahead-searching statements include statements concerning Ciena's expectations, beliefs, intentions or concepts concerning the long run and may be identified with the aid of ahead-searching words comparable to "expect," "believe," "may," "estimate," "expect," "intend," "may also," "should still," "will," and "would" or similar words. ahead-searching statements regarding the transaction described herein encompass, but aren't restricted to, statements in regards to the advantages of the transaction, including future economic and working outcomes, accretion to salary per share arising from the transaction, integration expenses, the expected quantity and timing of charge savings and operating synergies, whether and when the transaction contemplated should be consummated, and the mixed enterprise's plans, expectations, pursuits, and intentions. These statements are in keeping with information attainable to Ciena as of the date hereof and genuine consequences may vary materially from those mentioned or implied. These statements are field to dangers and uncertainties linked to Ciena’s business, which include the chance components disclosed in Ciena’s kind 10-Q filed with the SEC on September three, 2009. dangers concerning the proposed transaction consist of, however are not confined to: bankruptcy and regulatory approvals may now not be bought; the expected merits and synergies of the proposed transaction may not be realized; the combination may be materially delayed or may well be extra expensive or intricate than expected; and the proposed transaction can also no longer be consummated. Ciena assumes no responsibility to replace the counsel included in this press release, whether on account of new suggestions, future activities or otherwise.
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CAMBRIDGE, MA--(Marketwire - Nov eight, 2012) - Pegasystems Inc. ( NASDAQ : PEGA ), the leader in company system management (BPM) and a leading provider of client Relationship administration (CRM) solutions, today introduced fiscal effects for the third quarter and first nine months of 2012. profits for the third quarter of 2012 accelerated 6% compared to the third quarter of 2011. internet loss for the third quarter of 2012 changed into $(0.three) million, or $(0.01) per diluted share, in comparison to net profits of $5 million, or $0.13 per diluted share, for the third quarter of 2011. salary for the primary 9 months of 2012 increased 5% to $317.9 million in comparison to the primary 9 months of 2011. internet revenue for the first nine months of 2012 changed into $1.5 million, or $0.04 per diluted share, compared to web earnings of $12 million, or $0.31 per diluted share for the first 9 months of 2011.
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business viewpoint "regardless of financial headwinds, salary expanded 12 months over yr," noted Alan Trefler, Founder and CEO of Pegasystems. "We noticed respectable stability across our trade verticals, including financial services, insurance, healthcare, communications & media, public sector, life sciences, and shuttle & hospitality. valued clientele are adopting and lengthening their Pega deployments on account of our product's unmatched skill to help our consumers impulsively optimize the client adventure and intelligently automate operations."
"we are proud to have these enjoyable qualities mentioned in this quarter by way of unbiased business analysts. a leading analyst firm once again highlighted Pega as main the newly updated Magic Quadrant for intelligent business technique administration (iBPMS), which emphasizes actual-world company consequences and the true-time agility that main agencies require. Pega's power in case management and dynamic analytics helped us to maintain our leadership during this market. We have been also named chief in treasury onboarding in the economic capabilities house by means of an additional analyst company all the way through the quarter. These analysts' opinions ascertain what our client success already demonstrates, that Pega empowers business individuals to create and evolve their important enterprise programs quicker and extra can charge quite simply than rigid packaged purposes or laborious manual coding."
Craig Dynes, Pegasystems' CFO, commented, "After more than six years at Pegasystems, I have determined to depart the company in 2013 following the filing of the form 10K, ideally to work with a promising late stage inner most business. It has been an immense honor to be a part of one of these a hit organization that has more than tripled annual earnings during the last 5 years within the face of one of the vital worst financial circumstances in fresh historical past. These economic circumstances have, very comparable to ultimate yr, resulted in an extremely back-conclusion loaded yr with shoppers acting to delay execution of large license agreements until the end of their budget length." Mr. Trefler concluded, "We deeply appreciate Craig's many contributions all over the ultimate six years of dramatic boom, desire him the choicest, and will be working diligently to discover a beneficial successor."
Messrs. Trefler and Dynes will host a convention call and live Webcast linked to this announcement at 5:30 p.m. EST on November 8, 2012. Dial-in counsel is as follows: 1 (866) 393-1604 (home) or 1 (678) 809-1046 (overseas). To take heed to the Webcast log onto www.pega.com as a minimum 5 minutes in advance of the event's broadcast and click on the Webcast icon in the Investor family members part. A replay of the call will also be purchasable on www.pega.com in the Investor relations section Audio Archives link.
dialogue of Non-GAAP Measures
To complement economic outcomes offered based on commonly approved Accounting principles within the U.S., ("GAAP"), the business gives Non-GAAP measures, including in this free up. Pegasystems' administration makes use of a few different fiscal measures, both GAAP and Non-GAAP, in examining and assessing the usual efficiency of the business, for making working decisions, and for forecasting and planning for future intervals. The company's annual financial statement is prepared both on a GAAP and Non-GAAP basis, and each are accepted by using our board of administrators. furthermore and as a result of the value of these measures in managing the company, the business uses Non-GAAP measures and fiscal performance outcomes in the evaluation procedure to establish management's compensation.
The Non-GAAP measures exclude amortization of intangible property, inventory-based compensation and relocation costs linked to the circulation of our office headquarters. The business believes that these Non-GAAP measures are effective in realizing our previous fiscal efficiency and our expected future outcomes. These Non-GAAP economic measures aren't meant to be regarded in isolation or as an alternative choice to comparable GAAP measures and will be study handiest along with our consolidated fiscal statements prepared according to GAAP. A reconciliation of the business's GAAP to Non-GAAP measures is blanketed in the financial schedules at the end of the unlock.
forward-searching StatementsCertain statements contained during this press unencumber may well be construed as "forward-searching statements" as defined within the inner most Securities Litigation Reform Act of 1995, including those relating to our future monetary efficiency, together with our income, prices and license signings. The words "assume," "undertaking," "expect," "plan," "intend," "accept as true with," "estimate," "should still", "target," "forecast," "might," "preliminary," "tips" and similar expressions, among others, establish forward-searching statements, which talk handiest as of the date the observation turned into made. These statements are in line with latest expectations and assumptions and involve quite a few hazards and uncertainties, which may trigger the company's genuine effects to vary from those expressed in such forward-searching statements. These risks and uncertainties consist of, among others, adaptation well-known for our products and features and the issue in predicting the completion of product acceptance and other factors affecting the timing of our license salary consciousness, the continuing uncertainty and volatility within the world fiscal markets involving the eu sovereign debt disaster and the so called "fiscal cliff" within the U.S., the continuing consolidation in the economic functions and healthcare markets, reliance on third birthday celebration relationships, the abilities lack of seller selected objective facts for our expert services, and management of the company's growth. additional counsel involving these and different factors which might trigger the company's exact results to vary materially from any ahead-looking statements contained during this press unencumber is contained within the company's Annual record on form 10-ok for the year ended December 31, 2011, the company's Quarterly file on kind 10-Q for the quarterly period ended September 30, 2012 and other contemporary filings with the Securities and exchange commission. The forward-looking statements contained during this press unencumber characterize the company's views as of November eight, 2012. traders are suggested not to area undue reliance on such forward-looking statements and there aren't any assurances that the matters contained in such statements could be carried out. although subsequent pursuits can cause the business's view to trade, the enterprise doesn't undertake and peculiarly disclaims any duty to publicly replace or revise these forward-searching statements even if because the influence of recent assistance, future routine or otherwise. The statements should hence no longer be relied upon as representing the business's view as of any date subsequent to November 8, 2012.
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About Pegasystems Pegasystems revolutionizes how leading agencies optimize client adventure and automate operations. Our patented build for trade® technology empowers company people to create and evolve their vital business methods. Pegasystems is the recognized leader in business process management and is also ranked as a frontrunner in consumer relationship management application through leading trade analysts. For extra advice, please seek advice from us at www.pega.com.
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The tips contained in this press liberate is not a dedication, promise, or felony duty to convey any fabric, code or performance. The construction, unencumber and timing of any points or functionality described remains on the sole discretion of Pegasystems. Pegasystems exceptionally disclaims any liability with appreciate to this assistance.
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share quantities)
Three Months Ended
nine Months Ended
can charge of salary:
cost of software license
cost of protection
can charge of expert capabilities
complete cost of profits (1)
promoting and advertising
analysis and development
usual and administrative
total operating prices (1)
profits (loss) from operations
foreign currency transaction profit (loss)
one hundred forty
activity revenue, web
different (price) revenue, web
earnings (loss) earlier than provision (advantage) for income taxes
Provision (advantage) for income taxes
web (loss) earnings
(Loss) salary per share:
Weighted-regular number of common shares incredible:
Dividends per share
(1) contains stock-based compensation as follows:
can charge of earnings
RECONCILIATION OF chosen GAAP TO NON-GAAP MEASURES (1)
($ in thousands, apart from per share records)
Three Months Ended
9 Months Ended
September 30, 2012
September 30, 2012
internet (Loss) salary and Diluted EPS - GAAP foundation
Adjustment to exclude amortization of intangible belongings, internet of tax
Adjustment to exclude stock-primarily based compensation, web of tax
Adjustment to exclude expenses for relocation of headquarters, net of tax
net profits and Diluted EPS - Non-GAAP basis
Weighted-standard ordinary shares - diluted GAAP
Weighted-ordinary ordinary shares - diluted Non-GAAP
FOOTNOTES FOR RECONCILIATON OF
chosen GAAP MEASURES TO NON-GAAP MEASURES
(1) This presentation includes Non-GAAP measures. Our Non-GAAP measures don't seem to be meant to be considered in isolation or as an alternative to similar GAAP measures, and may be read handiest in conjunction with our consolidated monetary statements organized based on GAAP. For an in depth clarification of the changes made to comparable GAAP measures, the the explanation why administration makes use of these measures, the usefulness of these measures and the fabric boundaries on the usefulness of these measures see disclosure below discussion of Non-GAAP Measures covered prior in this release and beneath. Our Non-GAAP monetary measures mirror alterations according to right here objects, as neatly because the linked profits tax results:
Amortization of intangible property: we have excluded the amortization price of intangible belongings from our Non-GAAP operating expenses and net salary measures. Amortization of intangible assets is inconsistent in volume and frequency and is drastically plagued by the timing and dimension of our acquisitions. traders should still note that the use of intangible belongings contributed to our revenues earned all over the intervals offered and should make a contribution to our future duration revenues as neatly. Amortization of intangible assets will recur in future durations.
inventory-primarily based compensation charges: we have excluded stock-based compensation fee from our Non-GAAP working prices and web salary measures. however stock-based mostly compensation is a key incentive offered to our employees, and we trust such compensation contributed to the revenues earned during the periods offered and that it will contribute to the technology of future period revenues, we proceed to consider our enterprise performance except inventory-primarily based compensation price.
Headquarters relocation costs: We completed the stream of our workplace headquarters within the third quarter of 2012. because of this deliberate move, we accelerated the depreciation on definite leasehold improvements and furnishings and fixtures to be abandoned from our prior headquarters. We recorded incremental depreciation price of $0.1 million and $0.4 million throughout the third quarter and first nine months of 2012, respectively. furthermore, we recorded employ rate of $1.four million and $four.4 million associated with our new workplace headquarters all through the third quarter and first 9 months of 2012, respectively. ultimately, we incurred approximately $0.9 million and $2.2 million for hire-connected and gadget fees and different relocating prices in reference to our circulation all over the third quarter and first 9 months of 2012, respectively. We agree with these incremental prices for current and new office headquarters on account of our moving our headquarters is not representative of our ongoing enterprise.
Taxes: The changes between our GAAP and Non-GAAP constructive tax charges in the third quarter and first nine months of 2012 were basically as a result of the impact of greater Non-GAAP revenue earlier than taxes.
Weighted-common general shares: The diluted weighted-usual average shares used for the calculation of Non-GAAP diluted income per share for the third quarter of 2012 comprises the dilutive impact of stunning alternate options, restrained inventory devices, and warrants, and the normal market cost of our general stock during the applicable length the use of the treasury stock formulation.
Unaudited Condensed Consolidated steadiness Sheets
cash and cash equivalents
total money, money equivalents, and marketable securities
alternate bills receivable, net of allowance
Deferred salary taxes
salary taxes receivable
different present belongings
complete present assets
Property and device, internet
lengthy-term deferred revenue taxes
lengthy-term other belongings
Intangible belongings, web
LIABILITIES AND STOCKHOLDERS'equity
gathered compensation and related expenses
complete current liabilities
revenue taxes payable
lengthy-time period deferred income
other long-term liabilities
total liabilities and stockholders' equity
Unaudited Condensed Consolidated Statements of cash Flows
9 Months Ended
changes to reconcile internet revenue to cash utilized in working activities:
excess tax improvement from fairness awards and deferred revenue taxes
Depreciation, amortization, and different non-cash gadgets
stock-based compensation cost
foreign foreign money transaction loss
change in working belongings and liabilities, and other, web
money offered with the aid of operating activities
money used in investing activities
money utilized in financing activities
impact of alternate fee changes on cash and cash equivalents
internet increase (lower) in money and cash equivalents
money and money equivalents, starting of length
money and cash equivalents, end of length