Brooktrout Enters Agreement to be Acquired by EAS Group

NEEDHAM, Mass. and HYANNIS, Mass. - Brooktrout, Inc. has signed a definitive agreement to be acquired by EAS Group, Inc., the privately held parent of Excel Switching Corporation.


Under the terms of the agreement, Brooktrout stockholders will receive $13.05 in cash for each share of Brooktrout common stock, representing a 38 percent premium over the closing price of Brooktrout common stock on August 17, 2005. The aggregate consideration to be paid to Brooktrout stockholders is approximately $173 million.


Following the closing, Marc Zionts will serve as CEO of both Brooktrout and Excel.


The transaction will be financed through a combination of equity contributed by investors in EAS Group including Oak Investment Partners, TowerBrook Investors, L.P. and Anshutz Investment Company with debt financing provided by Comerica Bank. The board of directors of Brooktrout has approved the transaction and recommended to Brooktrout's stockholders that they adopt the agreement. The transaction is subject to various conditions, including approval by the stockholders of Brooktrout and other customary closing conditions. A special meeting of Brooktrout's stockholders will be scheduled as soon as practicable following the preparation and filing of proxy materials with the SEC.


EAS Group's investors include Oak Investment Partners, TowerBrook Investors, L.P., and Anshutz Investment Company.


Jefferies Broadview, a division of Jefferies and Company, Inc., acted as financial advisor to Brooktrout. Morgan Stanley and Co. Incorporated, acted as financial advisor to EAS Group. Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisor to Brooktrout, and McDermott Will and Emery LLP acted as legal advisor to EAS Group.


Conference Call: Brooktrout will host a conference call, August 18, 2005, at 10:00 a.m. EST to discuss the transaction. The dial-in number for participants is 973-409-9254, with verbal password "Brook." The conference call will be broadcast live over the Internet. Anyone interested in listening to this teleconference can do so by logging onto the Brooktrout, Inc. Web site at http://www.brooktrout.com/investor.


For those who cannot access the live broadcast, a replay will be available on the overview page of the Web site for five business days following the presentation and will be archived in the Multimedia section of the Web site thereafter. Following the live broadcast, a telephone replay will also be available at 1-973-341-3080, passcode #6397370 until midnight (EST) on Friday, August 19, 2005.


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