Enablence Technologies Inc.

Enablence Technologies Inc.

April 15, 2010 04:37 ET

Enablence Enters Into a Merger Agreement to Acquire Teledata Networks

OTTAWA, ONTARIO, CANADA--(Marketwire - April 15, 2010) - Enablence Technologies Inc. ("Enablence" or the "Company") (TSX VENTURE:ENA), a leading supplier of fiber-to-the-premise (FTTP) equipment for triple-play residential and business services and optical components and subsystems for access, metro and long-haul markets, today announced it has signed a definitive merger agreement (the "Agreement") to acquire Teledata Networks Ltd. ("Teledata"), an Israeli corporation (the Transaction"). Completion of the Transaction is subject to the satisfaction of certain conditions agreed upon by the parties, including obtaining the approval of the TSX Venture Exchange and Teledata shareholder approval, and satisfying other customary conditions for transactions of this nature. The Transaction is expected to close following the completion of the applicable statutory waiting periods in Israel.

Under the terms of the Agreement, the merger consideration will be a combination of US$10,000,000 in cash, US$10,000,000 in secured interest-bearing promissory notes payable on the second anniversary of the closing of the Transaction, and US$30,000,000 in common shares to be issued by Enablence at the closing based on a pricing formula set out in the Agreement.

Teledata is a leading provider of products and solutions enabling telecom providers to smoothly migrate to Next Generation Networks. Teledata has accumulated a wide installed base, spanning millions of lines in over 55 countries worldwide, including Brazil, Chile, Costa Rica, Kazakhstan and South Africa, many of which are Tier 1 service providers.

"With this merger, Enablence will become a strategic player in the global broadband market, with the critical mass to meet the needs of service providers in established and emerging markets and the ability to service Tier 1 operators internationally," said Arvind Chhatbar, Chairman of Enablence.

"This is an important and exciting development for Teledata as it will not only allow Teledata to continue to build on its existing strengths but also provide our global customers with an established technology path to meet their future needs for state-of-the-art solutions," said Eran Ziv, the CEO of TeleData.

"Teledata focuses on emerging markets with its BroadAccess platform. The BroadAccess family provides wireline service providers with an optimal solution for delivery of advanced triple-play and business services over copper, and enables a smooth migration to Next Generation Networks and FTTx network architectures," said Tim Thorsteinson, the incoming CEO of Enablence. "With Teledata's capabilities, Enablence will be able to serve its current customers that wish to extend the useful life of their existing copper networks. Teledata's customers will benefit from having Enablence's GPON and Active Ethernet solutions to migrate their existing copper networks to fiber."

Enablence will host a conference call and webinar on Thursday, April 15, 2010 at 9.00 am EDT. All interested parties should join the call at 1-866-226-1792 or 416-340-2216. Click here (https://admin.acrobat.com/_a202938337/irwebinar/) to view the presentation by management via webinar after you join the call. Management will respond to questions from analysts on this call. An archived version of the conference call will be available until May 14, 2010 at http://www.enablence.com/investors.

Paradigm Capital Inc. served as financial advisor to Enablence on this transaction.

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 large, geographically diverse 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.

Teledata Networks is a private company, in which the major shareholders are the Kardan group (Euronext: KARD), Elron Electronic Industries (TASE: ELRN) and Infinity Venture Capital Fund. Learn more about Teledata Networks at http://www.teledata-networks.com/.

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.

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 the merger agreement, integration of the merged business, Enablence's proposed business objectives, our business and the economic environment in which the respective businesses operate. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. 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 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 Corporation's unaudited financial statements and management's discussion and analysis each for the period ended January 31, 2010 and the Corporation'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.

The names of the companies and products mentioned herein are the trademarks of their respective owners.

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