MINNETONKA, Minn. (July 23 , 2008) - Digi International® Inc. (NASDAQ: DGII) today announced the acquisition of Spectrum Design Solutions Inc., a privately held Minneapolis based corporation and a leading wireless design services organization. The acquisition is a cash merger, with $4.0 million payable at the acquisition date and $3.0 million to be paid at each of the eighteenth and thirty-six months following acquisition.
Spectrum Design Solutions Inc. is a design services company with a focus on solving customer's wireless development challenges. Employing over 30 highly specialized engineers with extensive experience in wireless technologies such as GSM, CDMA, GPS, WiMAX, Wi-Fi and proprietary RF allows the organization to address virtually any wireless development need.
"Wireless design services are another piece of the puzzle we're adding to our wireless Drop-in Networking product offering," said Joe Dunsmore, Chairman, President and CEO of Digi. "Spectrum provides tremendous value to customers with complex wireless integration requirements. As we've had several joint customers, we've seen their capabilities and their corporate culture firsthand and know they're a great fit with Digi."
"With the cultural similarities and being a proven leader in wireless technology we see Digi as the ideal partner to take our fast growing services business and leverage it with more potential customers," said Rod Landers, CEO of Spectrum. "Digi's market-leading Drop-in Networking technology and our extensive wireless design expertise creates a powerful combination."
Digi anticipates that Spectrum will contribute approximately $0.6 million in revenue for the fourth fiscal quarter of 2008, from date of acquisition, and in a range of approximately $5.0 to $5.5 million in revenue for fiscal year 2009.
Digi expects that the acquisition of Spectrum will reduce earnings per diluted share by $0.01 to $0.02 in the fourth fiscal quarter of 2008. Digi anticipates that Spectrum will be accretive to earnings per diluted share by $.01 to $0.02 in fiscal 2009.
Pursuant to the terms of the purchase agreement, Spectrum became a wholly owned subsidiary of Digi International Inc. Digi will retain the Spectrum offices located in downtown Minneapolis.
About Digi International
Digi International, the leader in device networking for business, develops reliable products and technologies to connect and securely manage local or remote electronic devices over the network or via the web. Digi offers the highest levels of performance, flexibility and quality, and markets its products through a global network of distributors and resellers, systems integrators and original equipment manufacturers (OEMs). For more information visit www.digi.com
This press release contains statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which generally can be identified by the use of forward-looking terminology such as "anticipate," "believe," target," "estimate," "may," "will," "expect," "plan," "project," "should," or "continue" or the negative thereof or other variations thereon or similar terminology. Such statements are based on information available to management as of the time of such statements and relate to, among other things, expectations of the business environment in which the companies operate, projections of future performance, perceived opportunities in the market and statements regarding the combined company's mission and vision, future financial and operating results, and benefits of the transaction. Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, including risks related to the highly competitive market in which the companies operate, rapid changes in technologies that may displace products sold by the combined company, declining prices of networking products, the combined company's reliance on distributors, delays in product development efforts, uncertainty in consumer acceptance of the combined company's products, and changes in the companies' level of revenue or profitability. These forward-looking statements are neither promises nor guarantees, but are subject to risk and uncertainties that could cause actual results to differ materially from the expectations set forth in the forward-looking statements, including but not limited to uncertainties associated with economic conditions in the marketplace, particularly in the principal industry sectors served by the combined company, changes in customer requirements and in the volume of sales to principal customers, the ability of the combined company to achieve the anticipated benefits and synergies associated with this transaction, the challenges and risks associated with managing and operating business in numerous international locales, competition and technological change, and the risks that the businesses will not be integrated successfully.
These and other risks, uncertainties and assumptions identified from time to time in Digi's filings with the Securities and Exchange Commission, including without limitation, its annual reports on Form 10-K and quarterly reports on Form 10-Q, could cause future results to differ materially from those expressed in any forward-looking statements. Many of such factors are beyond Digi's ability to control or predict. These forward-looking statements speak only as of the date for which they are made. Digi disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
S. (Kris) Krishnan
Email: S. (Kris) Krishnan
Dian Griesel Inc.
Email: Tom Caden
For more information, visit Digi's Web site at www.digi.com, or call 877-912-3444 (U.S.) or 952-912-3444 (International).
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