MAYAN Networks Corporation and Ariel Corporation (Nasdaq: ADSP) announced the companies have entered into a definitive agreement and plan of merger pursuant to which MAYAN will acquire Ariel.
Under the terms of the definitive merger agreement, each outstanding share of MAYAN common stock, and options and warrants to purchase MAYAN common stock will be exchanged for securities representing 90 percent of the fully-diluted as converted shares of the combined company. Holders of the MAYAN convertible notes are expected to be able to convert their notes into common stock of the combined company after the merger upon certain events. The agreement calls for the acquisition of Ariel through a merger with and into Ariel. Current Ariel shareholders, option holders, and warrant holders will retain an approximately 10 percent interest in the combined company.
The combined company will be renamed MAYAN Networks Corporation, and it is intended that it will be listed on the Nasdaq National Market. MAYAN's management will include Esmond Goei, Dan Gatti, John Tingleff, and Dennis Schneider. The board of directors will be comprised of Esmond Goei, founder of MAYAN, Anthony Agnello, founder of Ariel, Tom Edrington, ex CEO Alaska Telecom, Steven Krausz, United States Venture Partners, James Mongiello, Redpoint Ventures and Peter Morris, New Enterprise Associates. The company will be headquartered in San Jose, CA with offices in New Jersey, Texas, Arizona, France, and Germany.
As a result of the proposed merger, MAYAN's Chairman and co-founder, Esmond Goei, will become CEO of the combined company. Mr. Goei commented "Our multi-service Unifier architecture has always included capabilities that create an ideal platform for applications such as Internet Access that become far more competitive by using our ability to access and optimize data and voice traffic on SONET rings. Ariel's technology focuses on complex telephony applications, and we believe its approach to the Internet remote access marketplace naturally complement MAYAN's optical networking product strategy and market focus. The combination will allow us to market unique new SONET enabled solutions to carrier and ISP Remote Access Server (RAS) needs while continuing to pursue our current products and markets."
Anthony Agnello, Ariel's Chairman and founder said "MAYAN's focus on optical networking and carrier markets, and its strong balance sheet are an ideal complement to Ariel's skills and products in applied digital signal processing and internet edge applications. We believe, given the excellent product fit, our two companies can rapidly begin offering unique solutions to ISPs and telephone operating companies."
The transaction is subject to approval by MAYAN and Ariel stockholders, among other closing conditions. The transaction is expected to close not later than the third quarter of 2001. The transaction will be accounted for using purchase accounting and will be effected on a tax-free basis to stockholders. Robertson Stephens acted as exclusive financial advisor to MAYAN Networks Corporation in this transaction.
About MAYAN Networks:
MAYAN Networks, a development stage company, was founded in 1998 to simplify the delivery of services and to reduce cost and complexity at the edge of the optical network. MAYAN's customers include Competitive Local Exchange Carriers (CLECs), Incumbent Local Exchange Carriers (ILECs), Inter-Exchange Carriers (IXCs) and Independent Telephone Operating Companies (ITOCs). For more information, visit www.MAYANnetworks.com.
About Ariel:
Ariel Corporation is a provider of high-density, SS7-enabled dial-up access equipment for applications such as Internet access, corporate Intranet/Extranet access, on-line services, telecommuting, transaction processing and unified messaging.