Enablence Technologies Inc.

Enablence Technologies Inc.

June 23, 2010 09:51 ET

Enablence Completes Merger Transaction to Acquire Teledata Networks Ltd.

OTTAWA, ONTARIO, CANADA--(Marketwire - June 23, 2010) - Enablence Technologies Inc. ("Enablence" or the "Company") (TSX VENTURE:ENA), a leading supplier of fiber-to-the-home ("FTTH") equipment for triple-play residential and business services and optical components and subsystems for access, metro and long-haul markets, announced today that it has completed its merger with Teledata Networks Ltd., a high speed broadband provider based in Tel Aviv, Israel.

Under the terms of the merger agreement, which was negotiated between arm's length parties, the merger consideration is comprised of US$10,000,000 in cash, US$10,000,000 in 5% subordinated secured notes payable on the second anniversary of the closing of the merger and 54,932,143 common shares of Enablence (representing 14.3% of total outstanding shares post closing), the equivalent value of which was US$30 million, for gross consideration of US$50 million. A portion of the shares issued as part of the Transaction are subject to an escrow arrangement and the shares are subject to certain hold periods and contractual selling limits for a period of 12 months. No new insiders or Control Person of Enablence, as defined by the TSXV, has been created as a result of the payment of the merger consideration.

Teledata's revenues are generated from technology complementary to that of Enablence and derived primarily in geographical markets in which Enablence has not previously operated. The following table summarizes the operating results of Teledata Networks Ltd. for the years ended December 31, 2009 and 2008, respectively.

  Year ended
December 31, 2009
Year ended
December 31, 2008
  $CDN ,000
Cash and cash equivalents $6,340 $3,999
Revenue $56,781 $52,624
Gross profit $27,565 $23,996
Operating loss ($433) ($1,609)
Net loss ($1,595) ($1,891)

Teledata's audited financial statements are prepared in accordance with US GAAP and are reported in United States dollars. The table above presents the Canadian dollar equivalents, using the following exchange rates:

  • Cash and cash equivalents - 1.0494 at December 31, 2009 and 1.2228 at December 31, 2008
  • Revenue, gross profit, operating loss and net loss use an average of 1.14172 for the year ended December 31, 2009 and 1.06669 for the year ended December 31, 2008.

About Enablence Technologies Inc.

Enablence Technologies Inc., (TSX VENTURE:ENA) a publicly traded company headquartered in Ottawa, Canada, designs, manufactures and sells optical components, subsystems and systems to a global customer base.

Enablence's Systems Division has an expanding fiber-to-the-premise (FTTP) product portfolio featuring a variety of architectural options. It enables service providers to evolve their access networks from traditional copper-based networks to advanced optical communications access networks that are based on state of the art IP and Ethernet standards, for triple-play voice, video and data services including HDTV, IP Telephony and ultrafast internet access. The Division's network equipment has been deployed with 420 service providers world-wide that serve over 4 million subscribers.

Enablence's Optical Components and Subsystems Division is a global leader in applying Planar Lightwave Circuit (PLC) technology to integrate multiple components into a single optical chip to reduce footprint and costs. Network and equipment designers around the world turn to Enablence for a variety of components and subsystems for access, metro and long-haul, including transceivers, splitters, waveguides, optical channel monitors, multiplexers, ROADMs, switches, tunable dispersion compensators, and photodiodes. The Division serves over 120 system and subsystem developers and its products have been integrated in all major communications networks world-wide, serving tens of millions of subscribers.

About Teledata Networks

Teledata Networks is a leading global provider of innovative Multiservice Access solutions for Next Generation Networks. The company provides unique solutions for telecom operators and service providers in accordance with their needs, to enhance their competitive edge.

Teledata Networks has accumulated a wide installed base, spanning millions of lines in over 55 countries worldwide, many of which are Tier 1 services providers. Its 27 years of experience have yielded outstanding technological leadership, a high level of expertise and a strong foundation of intellectual property.

Learn more about Teledata Networks at http://www.teledata-networks.com/.

Forward-looking Statements

This press release may contain forward looking statements that are made as of the date hereof and are based on current expectations, forecasts and assumptions which involve risks and uncertainties associated with our business and the economic environment in which Enablence operates including in respect of the completed merger with Teledata Networks Inc., the integration of the businesses and the proposed business objectives of the merged businesses. All such statements are made pursuant to the 'safe harbour' provisions of, and are intended to be forward-looking statements under, applicable Canadian securities legislation. Any statements contained herein that are statements of historical facts may be deemed to be forward-looking statements. By their nature, forward-looking statements require us to make assumptions including in respect of the integration of the merged businesses and are subject to inherent risks and uncertainties. We caution our readers of this press release not to place undue reliance on our forward looking statements as a number of factors could cause actual results or conditions to differ materially from current expectations. Please refer to the risks set forth in the Company's continuous disclosure documents that can be found on SEDAR www.sedar.com. Enablence does not intend, and disclaims any obligation, except as required by law, to update or revise any forward looking statements whether as a result of new information, future events or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Enablence Technologies Inc.
    Tim Thorsteinson
    Chief Executive Officer