NETANYA, Israel and
WEST PALM BEACH, Florida,
July 16, 2010 /PRNewswire/ --
VocalTec Communications Ltd. (Nasdaq: VOCL), the inventor of VOIP
including the softphone, and YMAX Corp., the creator of magicJack
and other products and services have successfully merged and will
be traded on the Nasdaq under the symbol (NasdaqGM (Global
Markets): CALL). VocalTec stock will seize to be trading using the
symbol (NasdaqCM:VOCL) after close of business today July, 16th
2010. It will commence trading using the symbol (Nasdaq: CALL) on
Monday, July 19th, 2010. The parties
believe that the combined company has an enterprise value of
US$245 million and a per share value
of at least US$17.50 on Monday, July 19th, 2010 on a stock split adjusted
basis. The previous holders of VocalTec will have 1,173,294 shares
of common stock following the merger. VocalTec expects to have
revenues ranging from US$110 million to
US$125 million this year. With over US$40 million cash/securities on hand and no
debt, VocalTec expects to show a profit in the current quarter. For
additional information on this announcement we recommend that
investors read the entire press release and the VocalTec (Nasdaq:
VOCL) press release describing the stock split and review the form
6-K filing with the Securities and Exchange Commission that we
expect to be filed on or before Monday, July
19th, 2010, described below.
The combined companies have the use of over 30 patents, some
dating to when VocalTec invented VOIP. In the current legal world
we live in, this protection is crucial. The company believes that
its patents, technology, and inventions are prior art to other
existing patents and may also expose patent invalidity. The
combination of patents and softphone/softswitch technology were the
primary drivers of the merger. The combined company is much
stronger now.
YMAX brings the success of the magicJack in the form of brand
equity, distribution and advertising across many outlets and over
6,500,000 magicJacks sold since 2008. The largest reaching CLEC
(Competitive Local Exchange Carrier) in the United States in terms of area codes
available and certification in number of states, it has its own
chip development and application server/softswitch company.
VocalTec also adds softswitch, application servers and the
softphone to the mix. The combined company will have cost
reductions through different synergies.
VocalTec's advantages over its competitors, including Skype,
include:
1. A softphone, sharing a user's favorite numbers, available across many
platforms:
a. A computer
b. A computer with a magicJack connected enabling the use of a regular
telephone (corded or portable) with the ability to be the second
line in a house or the primary number
c. A computer with a femtocell-enabled magicJack allowing calls from a
user's cell phone to go through a home computer and achieving
superior call quality in your house while saving valuable cellular
plan minutes (to be available later this year)
d. Via mobile applications on iPhone(R) and iPad(TM) mobile digital
devices and mobile devices running the Android(TM) and
Blackberry(R) mobile technology platforms (beta versions today,
formal release in Q4 of 2010)
2. Free phone numbers given out to all our customers and easily dialed
from any telephone
3. Free telephone services for magicJack to magicJack calls
4. Free telephone calls from our softphone users to anybody in the U.S.,
Canada, Puerto Rico and Virgin Islands
5. Underlying network carrying these calls is a dedicated telephone
network with over 130 very powerful servers, session border
controllers and application servers. This network has proven to have
99.99% uptime in the last year
6. Free voicemail, directory assistance, and local and long distance
calling in the U.S. and Canada
7. User contacts stored on our network so where ever they might use the
softphone, the contact list will be downloaded to the app
8. We believe we have the best VOIP call quality using in the U.S.
9. magicJack received the 2009 Most Innovative Product of the Year award
from RadioShack(R)
10.The ease of use of the magicJack and softphones particularly when
traveling
Ido Gur, who will remain in charge of VocalTec's Israeli
operations, states, "I am excited about the potential to become the
worldwide, leading provider of VOIP and softphone applications
using SIP. I strongly believe that the synergies enabled by this
business combination will allow us to achieve this target. I trust
the leadership and of Dan Borislow
to make this a reality."
Following the merger, a total of 11,736,189 shares are
outstanding. The company has included a discussion of future
operating results in the press release in connection with its
announcement of the merger. The company does not intend to update
these statements or provide additional future guidance. The company
encourages potential investors to read the Form 6-K filed in
connection with the merger and available at www.sec.gov.
This press release contains forward-looking statements that
involve substantial risks and uncertainties. All statements, other
than statements of historical facts, contained in this press
release, including statements about our enterprise value, estimated
value per share strategy, future operations, future financial
position, future revenues, projected costs, prospects, plans and
objectives of management, are forward-looking statements.
Many factors could cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements that may be expressed or implied by
such forward-looking statements. These factors include, among other
things: changes to our business resulting from increased
competition; any operational or cultural difficulties associated
with the integration of the businesses of VocalTec and YMax;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the merger;
unexpected costs, charges or expenses resulting from the merger;
the ability of the combined company to achieve the estimated
potential synergies or the longer time it may take, and increased
costs required, to achieve those synergies; our ability to develop,
introduce and market innovative products, services and
applications; our customer turnover rate and our customer
acceptance rate; changes in general economic, business, political
and regulatory conditions; availability and costs associated with
operating our network; potential liability resulting from pending
or future litigation, or from changes in the laws, regulations or
policies; the degree of legal protection afforded to our products;
changes in the composition or restructuring of us or our
subsidiaries and the successful completion of acquisitions,
divestitures and joint venture activities; and the various other
factors discussed in the "Risk Factors" section of the Form 6-K
filed with the Securities and Exchange Commission. Such factors,
among others, could have a material adverse effect upon our
business, results of operations and financial condition.
We do not assume any obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
Skype(TM), associated trademarks and logos and the "S" symbol
are trademarks of Skype Limited.
iPhone(R) and iPad(TM) are registered trademarks of Apple Inc.
Android(TM) is a trademark of Google Inc. Use of this trademark is
subject to Google Permissions
http://www.google.com/permissions/index.html .
The Trademark BlackBerry(R) is owned by Research In Motion
Limited and is registered in the United
States and may be pending or registered in other countries.
VocalTec, YMAX and magicJack are not endorsed, sponsored,
affiliated with or otherwise authorized by Research In Motion
Limited.
RadioShack(R) and The Shack(R) are registered trademarks of
RadioShack Corporation.
