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POLYCOM COMPLETES PICTURETEL ACQUISITION
Oxford, United Kingdom - Polycom, previously known as Polyspan
in Europe, the Middle East and Africa, will from today operate using the
same name as its parent company and will cease to be called Polyspan.
Polycom®, Inc. (NADSAQ: PLCM) further announced today that it has
completed its acquisition of PictureTel Corporation (NASDAQ: PCTL). As
a result of the merger of PictureTel and Pharaoh Acquisition Corp., Polycom's
merger subsidiary, PictureTel is now a wholly owned subsidiary of Polycom.
"We are delighted to complete our acquisition of PictureTel,"
said Bob Hagerty, president and CEO of Polycom. "This is a significant
and exciting step forward for our company as we continue to strengthen
our product line and capabilities to meet the evolving needs of our customers."
Yesterday Polycom announced the expiration of Polycom Inc.'s previously
announced subsequent offering period for its exchange offer to exchange
each outstanding share of common stock of PictureTel Corporation validly
tendered for $3.11 in cash and 0.1177 of a share of Polycom common stock.
The subsequent offering period expired, as scheduled, at 12:00 midnight
New York City time on October 16, 2001. 4,890,765 shares of PictureTel
common stock have been tendered in the subsequent offering period, including
shares that were subject to notices of guaranteed delivery presented during
the initial exchange offer period. These shares, together with the shares
tendered during the initial exchange offer, bring Polycom's ownership
of PictureTel to approximately 53,481,379 shares or approximately 90.9
percent of the outstanding shares of PictureTel common stock.
Polycom acquired the remaining outstanding shares of PictureTel common
stock on October 18, 2001 pursuant to a short-form merger of its wholly
owned subsidiary with and into PictureTel. No further action is required
by the remaining stockholders of PictureTel to effect the merger. As a
result of the merger, the remaining outstanding shares of PictureTel common
stock, other than shares held by Polycom or its subsidiaries and by stockholders
exercising dissenter's rights, will be converted into the right to receive
$3.11 in cash and 0.1177 of a share of Polycom common stock for each such
share and PictureTel will thereby become a wholly owned subsidiary of
Polycom. Polycom intends to send PictureTel stockholders who did not tender
their shares in the offer instructions as to how to exchange each of their
shares of PictureTel common stock for $3.11 in cash and 0.1177 of a share
of Polycom common stock as merger consideration.
Notes to Editors
About Polycom in EMEA
Polycom develops, manufactures and markets high-quality, easy-to-use communications
equipment that enables enterprises to leverage increased bandwidth to
conveniently conduct voice, video and data communications, and to access
broadband network services. The company has a strong base of strategic
partnerships, developing a range of IP-based products and VoDSL solutions,
including alliances with Cisco Systems, Lucent and Nortel Networks.
Based in Oxford, United Kingdom, Polycom in Europe, the Middle East and
Africa sells through a network of distributors and value-added resellers,
including Siemens, BT and France Telecom.
Further information can be found on Polycom's web site: www.polycom.com
About PictureTel
PictureTel is a leader in developing, manufacturing, and marketing a full
range of visual-and audio-collaboration and streaming-video solutions.
PictureTel's PC-based systems meet customers' collaboration needs from
the desktop to the boardroom. Additional PictureTel information is available
at www.picturetel.com.
Forward Looking Statements
This release includes forward looking statements about the PictureTel
acquisition, including statements about the timing of the completion of
the acquisition. These statements involve many risks and uncertainties,
including risks associated with the acquisition, including the potential
inability to satisfy the closing conditions for the acquisition, potential
difficulties in the assimilation of the distribution channels and operations,
strategies, technologies and products of the acquired company, the risk
of loss of key personnel of the acquired company, diversion of management
attention from other business concerns, risk of entering new markets associated
with PictureTel's partners, including the risk of variations in quarterly
operating results due to the timing of significant orders and other factors,
significant current and expected additional competition and the need to
continue to expand product distribution, particularly in the IP channels
and internationally, and risk that the foregoing and other factors will
not yield the expected accretion in the future. Further risks are detailed
from time to time in Polycom's SEC reports, including the Form 10-K for
2000, and subsequent Form 10-Q filings and PictureTel's SEC reports, including
the Form 10-K for 2000, and subsequent Form 10-Q filings.
Polycom and the Polycom logo design are registered trademarks and ViewStation
is a trademark of Polycom, Inc. in the U.S. and various countries. PictureTel
is a registered trademark and iPower is a trademark of PictureTel. ©2001
Polycom, Inc. and PictureTel Corporation. All rights reserved.
Additional Information
Polycom and PictureTel file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements and other information filed
by Polycom and PictureTel at the SEC public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at the Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Polycom's
and PictureTel's filings with the Commission are also available to the
public from commercial document-retrieval services and the web site maintained
by the Commission at http://www.sec.gov.
Press Enquiries
Lizzi Noble / Anastasia Scott
Harvard Public Relations
Tel: +44 (0) 20 8759 0005
Fax: +44 (0) 20 8897 3242
Email: lizzi.noble@harvard.co.uk
Email: anastasia.scott@harvard.co.uk
Web: www.harvard.co.uk
Trademark information
Polycom B.V. is a licensee of the registered trademarks Polyspan, the
Polyspan logo design, SoundStation, SoundStation Premier, SoundPoint,
Acoustic Clarity Technology and ShowStation, and of the trademarks ViaVideo,
ViewStation, NetEngine, Global Management System and StreamStation. ©2001
Polycom B.V. All rights reserved.
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EMEA Headquarters
Polyspan Ltd.
Whichford House
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United Kingdom
Tel: +44 (0) 1865 335500
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Tel: +44 (0) 20 8759 0005
Fax: +44 (0) 20 8897 3242
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