To: Jorj X Mckie who wrote (2646 ) 3/12/2002 1:14:09 AM From: John Pitera Read Replies (1) | Respond to of 2850 Seymour thinks SONS is a smart buy for CSCO.....VoIP your favorite Jorjie!!!! Sonus Looks Like a Smart Buy for Cisco By Jim Seymour Special to TheStreet.com 03/11/2002 07:11 AM EST URL: thestreet.com Cisco (CSCO:Nasdaq - news - commentary) isn't exactly famous for tilting against windmills. John Chambers' gentle manner belies the hard-charging acquisition-focused manager underneath. So when Cisco goes after a new market, it does so with a vengeance. And it usually wins. Chambers loudly replaced the phone on his desk in Cisco's headquarters in San Jose, Calif., a couple of years ago with a new digital model that used Voice over Internet Protocol (VoIP) . The CEO said he wanted to set an example as he set Cisco on a path to define, then dominate the VoIP industry. I don't know what has happened to that now-legendary phone, but outside Chambers' office, in the real world, VoIP has gone almost nowhere. Cisco's ambitions for the market have done about as well. The problem doesn't lie with VoIP, but with the capital expenditure collapse . With investments being cut sharply, spending on the kind of revolution VoIP represents is not -- to put it mildly -- very popular. Now rumors are flying that Cisco -- admittedly eager to get back on the acquisitions trail that essentially built the company -- is about to pick up Sonus Networks (SONS:Nasdaq - news - commentary) , the struggling VoIP-gateways company. Sonus' financials have been slipping lately, while its offerings in the marketplace are getting more and more attractive. Down by a factor of 10 over the past year, Sonus was trading midweek at $2 and change. When rumors of a possible Cisco deal emerged Thursday in the newsletter Light Reading, the price started ticking up, closing Friday at $3.83. Two questions arise: Why hasn't the VoIP market developed more rapidly? Could bringing Sonus under the Cisco tent materially speed up Cisco's assault on this market? And for investors, is there an arb play here ? And on the Cisco side, is this going to help get Cisco's price back up? Opportunity VoIP seems to offer everything for equipment providers and service providers alike. By moving from archaic circuit-switched technology to transmitting telephony signals in packets over the Internet , VoIP brings tel tech into the 21st century. There's already a world of packet-switched telephony, of course; that's probably how your long-distance calls are handled. But until local outfits crawl completely out of the circuit-switched hole they've dug for themselves, we won't begin to enjoy the real benefits -- clean signals, reliability, economy -- of a truly digital, end-to-end packet-based network. Sonus' VoIP gateways are best of breed and part of the answer to that conversion. For six consecutive quarters, Sonus has been the leader of carrier-class voice-packet systems, on both number of ports and revenue measures. Sonus looks like a smart buy for Cisco; I suspect its equipment would sell even better from a much larger vendor, which could supply other pieces of the puzzle as well. And as Cisco folded Sonus VoIP technology into its product line, it would strengthen its own products. Acquiring Sonus would not help the balance sheet at Cisco right away. Sonus reported a fourth-quarter loss of $7.7 million on revenue of $38.9 million -- down from $40.3 million in the previous quarter, and $52.5 million in the quarter before that. Capex troubles again. And Sonus executives have said visibility is mediocre and revenue will likely decline further in fiscal 2002 . Sonus is also so small that at any foreseeable level of sales, its contribution to Cisco's $4.5 billion quarterly revenue would be invisible. But Sonus could serve as the grain of sand around which Cisco builds its VoIP business. Sounds like a good deal. Most analysts estimate that Sonus could be acquired for a modest premium -- say, $5 to $6 a share. That means a Sonus buy could come in at less than $1billion -- not exactly chicken feed, but not much of a hit for a company with $20 billion-plus in the bank. A buyer also gets a dowry of whatever's left of the $125 million Sonus had in the bank at year-end. For investors? There's still a nice little arb play in Sonus -- but that probably won't last long. Remember, though, that this possible acquisition is all speculation at this point. Arb is risk; risk is arb. Fair warning