Wednesday October 15 4:28 PM EDT
Company Press Release
Glenayre Technologies Completes Merger With Open Development
Corporation
CHARLOTTE, N.C., Oct. 15 /PRNewswire/ -- Glenayre Technologies Inc. (Nasdaq:GEMS) today announced completion
of the merger of Open Development Corporation (ODC) with Glenayre. The merger, which required the approval of ODC
shareholders, was initially announced in September 1997.
Through the merger, ODC shareholders and warrantholders received approximately $43.4 million cash. ODC optionholders
also received options to purchase approximately 243,000 shares of Glenayre Common Stock. The transaction will be
accounted for under the purchase method and will result in a one-time pretax charge in the fourth quarter of fiscal year 1997
related to the write-off of purchased in-process research and development. Following the transaction, former ODC
optionholders would own less than 1% of Glenayre on a fully-diluted basis.
Open Development Corporation, based in Norwood, Mass., is now a wholly- owned subsidiary of Glenayre and will function
under current operating management as part of Glenayre's Integrated Network Group.
Commenting on the merger, Gary Smith, president and CEO of Glenayre, stated, ''Completion of the ODC acquisition is a
significant step in focusing Glenayre's resources on the industry sectors that will drive the company's global growth. By
expanding our enhanced service platform product line, we are better positioned to serve our telecommunication provider
customers.''
Dan Case, president of Glenayre's Integrated Network Group, added, ''ODC's enhanced service software is an important
complement to our Integrated Network product line. As telecommunications deregulation continues around the world, ODC's
calling card systems offer service providers an additional method of differentiating their services, as well as generating
additional revenue for them.''
Randy Laughlin, founder of ODC, said, ''We are especially excited about the additional market opportunities now available to
ODC through Glenayre's global affiliations, and we look forward to contributing positively to the Integrated Network Group's
continued growth and success.''
ODC develops and markets software applications and platforms that enhance telecommunications networks and services. The
company has uniquely combined advanced client/server computing, high performance relational database technology and an
open architecture into its ''openMEDIA'' platform.
ODC's products include standard prepaid calling card systems; prepaid wireless systems, which allow cellular subscribers to
make calls using a prepaid account; and enhanced calling card systems, which allow service providers to offer traditional
post-paid calling card services with the advanced features of openMedia.
Glenayre Technologies Inc. is a worldwide provider of telecommunications infrastructure products and systems serving the
paging, cellular, PCS, telco, voice processing, and point-to-point wireless service provider markets. Glenayre's net sales
exceeded $390 million in 1996 and the company employs approximately 2,100 people worldwide. Additional information
about Glenayre is available on the company's Web site at: glenayre.com.
SOURCE Glenayre Technologies Inc.
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