Cisco Systems to Acquire NetSolve, Incorporated
24x7 Remote Network Monitoring for Optimizing IP Telephony and Security
SAN JOSE, Calif., September 9, 2004 - Cisco Systems, Inc., today announced a definitive agreement to acquire publicly held NetSolve, Incorporated (NASDAQ: NTSL) of Austin, Texas. NetSolve is a leading provider of remote network and IT infrastructure management services for businesses. NetSolve's services will further enable Cisco and its channel partners to offer customers real-time monitoring of Cisco products and help ensure continuous, secure operation of advanced IP services such as IP telephony and security.
Under the terms of the agreement, Cisco will pay a fixed price per share of $11 for all outstanding shares of NetSolve, and will assume certain outstanding options of NetSolve, which will be converted to Cisco options upon close of the deal. The acquisition of NetSolve is subject to NetSolve stockholder approval, various standard closing conditions and regulatory approvals, and is expected to close in the second quarter of Cisco's fiscal year 2005.
"As more businesses deploy secure converged networks with data, voice and video applications, creating and maintaining a healthy network infrastructure is essential to the successful deployment and operation of IP-based technologies," said Wim Elfrink, senior vice president, Customer Advocacy, Cisco Systems. "With NetSolve joining the Cisco Customer Advocacy team, we will be able to offer network operations services that are tightly integrated with our channel partners' service offerings and full lifecycle support of the advanced technologies for our mutual customers."
NetSolve offers the industry's most comprehensive solution for managing remote network and complex IT infrastructures by combining best-in-class services with robust remote management technology. NetSolve's core services include the monitoring and management of IP communications networks, security software and devices, WANs and LANs. In addition, NetSolve offers a secure, web-based portal to give customers and partners real-time visibility of their IT infrastructure.
In support of complete lifecycle services for secure converged networks, Cisco will extend the NetSolve services and technology to specialized channel partners, allowing them to gain better visibility into customer networks and proactively resolve problems through real-time monitoring of Cisco products. This will deliver improved customer satisfaction and lower operating costs for Cisco channel partners. Cisco will offer these services to its partners via a resale model, a wholesale Application Service Provider (ASP) model, or via its Advanced Technology Partner program.
"With the acquisition of NetSolve, Cisco gains an experienced team, proven process and intellectual property, providing the foundation to cost effectively enable our channel partners to accelerate the adoption of remote network and IT infrastructure management services," said Paul Mountford, senior vice president, Worldwide Channels, Cisco Systems. "This is another important step in Cisco's commitment to help grow our partners' services practice revenue and overall profitability while adding value to the secure, converged networks of our mutual customers."
Upon closing of the acquisition, NetSolve President and CEO David Hood and the NetSolve team will report to Wim Elfrink, senior vice president of Cisco's Customer Advocacy Group. NetSolve was founded in 1987, went public in 1999 and has 292 employees.
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Forward Looking Statements
This press release contains forward-looking statements which are subject to safe harbors created under the U.S. federal securities laws. These statements include, among others, statements relating to the market for remote network and IT infrastructure management services, the integration of NetSolve's service offerings and technology into Cisco's lifecycle services for secure converged networks, and the timeframe during which the merger is expected to close. Statements regarding future events are based on the parties' current expectations and are necessarily subject to associated risks related to, among other things, obtaining NetSolve stockholder and regulatory approval of the merger, the potential impact on the business of NetSolve due to uncertainty about the merger, the retention of employees of NetSolve, the ability of Cisco to successfully integrate NetSolve's services, technology and operations and to achieve planned synergies, and whether (and how quickly) the market for remote network and IT infrastructure management services develops and evolves as anticipated. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. For information regarding other related risks, see the "Risk Factors" section of Cisco's most recent Form 10-Q filed with the SEC on May 27, 2004. The parties undertake no obligation to revise or update any forward-looking statements for any reason.
Additional Information about the Acquisition and Where to Find It
NetSolve, Incorporated intends to file with the Securities and Exchange Commission a proxy statement and other relevant materials in connection with the merger. The proxy statement will be mailed to the stockholders of NetSolve. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE ACQUISITION, INVESTORS AND STOCKHOLDERS OF NETSOLVE ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION. The proxy statement and other relevant materials (when they become available), and any other documents filed by NetSolve with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and stockholders of NetSolve may obtain free copies of the documents filed with the SEC by contacting NetSolve Investor Relations, 1-512-340-3224 or NetSolve, Incorporated at 9500 Amberglen Boulevard, Austin, TX 78729. You may also read and copy any reports, statements and other information filed by NetSolve at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's other public reference rooms in New York, New York and Cisco, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on public reference rooms.