Cisco Systems and Scientific-Atlanta Announce Termination of Hart-Scott-Rodino Waiting Period
January 03 2006 - 7:00AM
Business Wire
Cisco Systems, Inc. (Nasdaq:CSCO) and Scientific-Atlanta, Inc.
(NYSE:SFA), today announced in connection with Cisco's pending
acquisition of all of the outstanding shares of Scientific-Atlanta,
that the waiting period for US antitrust review under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 was terminated
on December 30, 2005. The transaction remains subject to regulatory
approval by competition authorities in various jurisdictions
outside the United States. As previously announced on November 18,
2005, Cisco will pay $43 per share in cash in exchange for each
share of Scientific-Atlanta, and assume outstanding options, for an
aggregate purchase price of approximately $6.9 billion, or
approximately $5.3 billion net of Scientific-Atlanta's existing
cash balance. About Cisco Systems Cisco Systems, Inc. (Nasdaq:CSCO)
is the worldwide leader in networking for the Internet. Information
on Cisco can be found at http://www.cisco.com. For ongoing news,
please go to http://newsroom.cisco.com. About Scientific-Atlanta
Scientific-Atlanta is a leading supplier of digital content
distribution systems, transmission networks for broadband access to
the home, digital interactive set-tops and subscriber systems
designed for video, high-speed Internet and voice over IP (VoIP)
networks, and worldwide customer service and support. Cisco, Cisco
Systems, and the Cisco Systems logo are registered trademarks of
Cisco Systems, Inc. and/or its affiliates in the U.S. and certain
other countries. All other trademarks mentioned in this document
are the property of their respective owners. Scientific-Atlanta and
the Scientific-Atlanta logo are registered trademarks of
Scientific-Atlanta, Inc. Forward-Looking Statements This press
release contains forward-looking statements which are subject to
safe harbors created under the U.S. federal securities laws. These
statements include, among others, statements regarding the pending
acquisition of Scientific-Atlanta. Statements regarding future
events are based on the parties' current expectations and are
necessarily subject to associated risks related to, among other
things, obtaining Scientific-Atlanta's shareholder and regulatory
approval of the acquisition, the potential impact on the business
of Scientific-Atlanta due to uncertainty about the acquisition, the
retention of employees of Scientific-Atlanta and the ability of
Cisco to successfully integrate Scientific-Atlanta's market
opportunities, technology, personnel and operations and to achieve
planned synergies. Therefore, actual results may differ materially
and adversely from those expressed in any forward-looking
statements. For information regarding other related risks, see the
"Risk Factors" section of Cisco's most recent Form 10-K filed with
the SEC on September 19, 2005 and of Cisco's subsequently filed
Forms 10-Q. Cisco undertakes no obligation to revise or update any
forward-looking statements for any reason. "Forward-looking
statements," as defined in the Private Securities Litigation Reform
Act of 1995, may be included in this news release. A variety of
factors could cause Scientific-Atlanta's actual results to differ
from the anticipated results expressed in such forward-looking
statements. Investors are referred to Scientific-Atlanta's
Cautionary Statements (Exhibit 99.1 to the company's most recent
Form 10-Q), which statements are incorporated into this news
release by reference. Additional Information and Where to Find It
In connection with the proposed merger and required shareholder
approval, Scientific-Atlanta, Inc. ("Scientific-Atlanta") has filed
with the SEC a preliminary proxy statement and will file with the
SEC a definitive proxy statement that will contain important
information about the merger. The proxy statement will be mailed to
the shareholders of Scientific-Atlanta. Investors and security
holders of Scientific-Atlanta are urged to read the proxy
statement, and any other relevant materials filed by
Scientific-Atlanta because they contain, or will contain, important
information about Scientific-Atlanta and the merger. All documents
filed by Scientific-Atlanta with the SEC may be obtained for free
at the SEC's website at www.sec.gov. In addition, the documents
filed with the SEC by Scientific-Atlanta may be obtained free of
charge by contacting Scientific-Atlanta at 5030 Sugarloaf Parkway,
Lawrenceville, Georgia 30044, 770-236-5000 or online at
http://www.sciatl.com. Scientific-Atlanta and its executive
officers and directors may be deemed to be participants in the
solicitation of proxies from the shareholders of Scientific-Atlanta
with respect to the merger. Information about the executive
officers and directors of Scientific-Atlanta and their ownership of
Scientific-Atlanta's common stock is set forth in the preliminary
proxy statement referenced above, which was filed with the SEC on
December 7, 2005. Investors and security holders may obtain more
detailed information regarding the direct and indirect interests of
Scientific-Atlanta and its respective executive officers and
directors in the acquisition by reading the preliminary proxy
statement, as well as the definitive proxy statement regarding the
merger that Scientific-Atlanta will file with the SEC. In addition,
Cisco and its officers and directors may be deemed to have
participated in the solicitation of proxies from
Scientific-Atlanta's shareholders in favor of the approval of the
acquisition. Information concerning Cisco's directors and executive
officers is set forth in Cisco's proxy statement for its 2005
annual meeting of shareholders, which was filed with the SEC on
September 26, 2005, and annual report on Form 10-K filed with the
SEC on September 19, 2005. These documents are available free of
charge at the SEC's web site at www.sec.gov or by going to Cisco's
Investor Relations Website at http://www.cisco.com/go/investors.
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