Radisys Corporation (Nasdaq:RSYS), a global leader of open
telecom solutions (“Radisys” or “the Company”), and Reliance
Industries Limited, India’s largest private sector company (“RIL”
or “Reliance”), have entered into a definitive agreement under
which Reliance will acquire Radisys for US$1.72 per share in
cash.
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Radisys is a leader in providing open telecom solutions to
service providers worldwide. Headquartered in Hillsboro, Oregon,
Radisys has nearly 600 employees with an engineering team based out
of Bangalore, India, and sales and support offices globally.
Radisys delivers value to service providers and telecom equipment
vendors by providing disruptive open-centric software, hardware and
service capabilities that enable the migration to next-generation
network topologies.
“Reliance and Jio have been disrupting legacy business models
and establishing new global benchmarks. Radisys’ top-class
management and engineering team offer Reliance rapid innovation and
solution development expertise globally, which complements our work
towards software-centric disaggregated networks and platforms,
enhancing the value to customers across consumer and enterprise
segments,” said Akash Ambani, Director of Reliance Jio. “This
acquisition further accelerates Jio’s global innovation and
technology leadership in the areas of 5G, IOT and open source
architecture adoption.”
Brian Bronson, CEO of Radisys said, “The backing and support of
India-based global conglomerate Reliance, will accelerate our
strategy and the scale required by our customers to further deploy
our full suite of products and services. The Radisys team will
continue to work independently on driving its future growth,
innovation and expansion. The addition of Reliance’s visionary
leadership and strong market position will enhance Radisys’ ability
to develop and integrate large-scale, disruptive, open-centric
end-to-end solutions.”
Terms and Financing
The transaction is subject to certain customary closing
conditions, including regulatory approvals and approval of Radisys’
shareholders, and is expected to close in the fourth quarter of
2018. RIL intends to finance the transaction through its own
internal accruals.
Advisors
Covington & Burling LLP is acting as legal advisor and Ernst
& Young provided diligence and tax advisory services to
RIL.
Raymond James & Associates, Inc. is acting as financial
advisor and Baker & McKenzie LLP is acting as legal advisor to
Radisys.
Forward Looking Statements
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this communication may
constitute “forward-looking statements.” Forward-looking statements
can usually be identified by the use of words such as “aim,”
“anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,”
“expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,”
“plan,” “possible,” “potential,” “project,” “should,” “will” and
other expressions which indicate future events or trends. Such
statements include statements as to the expected timing of
completion of the merger, the expected benefits and costs of the
transaction, management plans relating to the transaction and the
satisfaction of all closing conditions to the transaction,
including the ability to obtain shareholder and regulatory
approvals.
These forward-looking statements are based upon certain
expectations and assumptions and are subject to risks and
uncertainties. Actual results could differ materially from those
anticipated as a result of various factors, including the
following: Radisys’ shareholders may not approve the transaction;
conditions to the closing of the transaction, including receipt of
required regulatory approvals, may not be satisfied timely, if at
all; the transaction may involve unexpected costs, liabilities or
delays; revenues following the transaction may be lower than
expected; operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers) may
be greater than expected following the transaction; uncertainties
surrounding the transaction; the outcome of any legal proceedings
related to the transaction; Radisys may be adversely affected by
other economic, business, and/or competitive factors; risks that
the pending transaction disrupts current plans and operations; the
retention of key employees of Radisys; other risks to consummation
of the transaction, including circumstances that could give rise to
the termination of the merger agreement and the risk that the
transaction will not be consummated within the expected time period
or at all; and the other risks described from time to time in
Radisys’ reports filed with the Securities and Exchange Commission
(the “SEC”) under the heading “Risk Factors,” including the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, subsequent Quarterly Reports on Form 10-Q and in
other of Radisys’ filings with the SEC.
All forward-looking statements are qualified by, and should be
considered in conjunction with, such cautionary statements. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which such
statements were made. Except as required by applicable law, Radisys
undertakes no obligation to update forward-looking statements to
reflect events or circumstances arising after such date.
Additional Information and Where to Find It
In connection with the transaction, Radisys intends to file
relevant materials with the SEC, including a proxy statement on
Schedule 14A. Following the filing of the definitive proxy
statement with the SEC, Radisys will mail the definitive proxy
statement and a proxy card to each shareholder entitled to vote at
the special meeting relating to the transaction. BEFORE MAKING ANY
VOTING DECISION, RADISYS SHAREHOLDERS ARE URGED TO CAREFULLY READ
THESE MATERIALS (AND ANY AMENDMENTS OR SUPPLEMENTS) AND ANY OTHER
RELEVANT DOCUMENTS THAT RADISYS FILES WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The
definitive proxy statement, the preliminary proxy statement and
other relevant materials in connection with the transaction (when
they become available), and any other documents filed by Radisys
with the SEC, may be obtained free of charge at the SEC’s website
(http://www.sec.gov), at Radisys’ investor website
(http://investor.radisys.com), or by writing or calling Radisys at
Radisys Corporation, 5435 NE Dawson Creek Drive Hillsboro, OR 97124
or by (503) 615-1685.
Participants in the Solicitation
Radisys and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from Radisys’
shareholders with respect to the transaction. Information about
Radisys’ directors and executive officers and their ownership of
Radisys’ common stock is set forth in Radisys’ proxy statement on
Form 10-K/A filed with the SEC on April 26, 2018. To the extent
that holdings of Radisys’ securities have changed since the amounts
printed in Radisys’ proxy statement, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. Additional information regarding the identity of the
participants in the proxy solicitation, and their direct or
indirect interests in the transaction, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with SEC in connection with the
transaction.
About Reliance Industries Limited
Reliance Industries Limited (RIL) is India’s largest private
sector company, with a consolidated turnover of USD 66.1 billion,
operating cash profit of USD 9.8 billion and net profit of USD 5.5
billion for the year ended March 31, 2018. It had cash &
equivalent balance of USD 12 billion as of March 31, 2018. It is
the first private sector company from India to feature in Fortune’s
Global 500 list of ‘World’s Largest Corporations’. The Company’s
business interests span petroleum refining and marketing,
petrochemicals, retail, hydrocarbon exploration and production,
digital services and telecommunications.
The Group’s digital communications and services initiatives
under Jio brand, have been redefining benchmarks, setting new
milestones, inspiring unprecedented adoption, usage and service
metrics. For more information, visit www.ril.com
About Radisys
Radisys (NASDAQ: RSYS), a global leader in open telecom
solutions, enables service providers to drive disruption with new
open architecture business models. Radisys’ innovative
disaggregated and virtualized enabling technology solutions
leverage open reference architectures and standards, combined with
open software and hardware to power business transformation for the
telecom industry, while its world-class services organization
delivers systems integration expertise necessary to solve
communications and content providers’ complex deployment
challenges. For more information, visit www.radisys.com. 1
1 Reliance and Radisys® is a registered copy right and
trademarks of Reliance and Radisys respectively
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version on businesswire.com: https://www.businesswire.com/news/home/20180629005844/en/
Reliance Industries LimitedTushar Pania, + 91
9820088536Reliance Industries Ltd.tushar.pania@ril.comorRadisys
CorporationJon Wilson, 503-615-1685Chief Financial
Officer.jon.wilson@radisys.comorRadisys Investor
ContactBrett L.Perry, 214-272-0070Shelton
Groupbperry@sheltongroup.comorRadisys Media ContactNatasha
Tamaskar, 1-978-697-9525VP of Global Marketingnatasha.tamasker@radisys.com
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