To: cmg who wrote (6824 ) 1/23/1998 7:03:00 PM From: J. Conley Read Replies (2) | Respond to of 42804
and this? (Subject: Re: xyplex conf call Answers Date: Wed, Jan 21, 1998 17:15 EST From: Cdmogul Message-id: <19980121221500.RAA10005@ladder02.news.aol.com> I was able to participate in the call this afternoon. The participants included Noam, Shlomo, Faith, and I believe the CFO. The discussion started with Faith reading the Press announcement followed by a brief statement by Noam. His comments raised a few new questions with me, one of which could be very important. Noam described the marraige as one that brought together considerable expertise between a very important SW & hardware company and MRVC whose expertise in ASICS could open many new doors to the combined company. The Q&A was started and I asked my first question about Intellectual Property; How much and what form would be transferred; the answer was that at least 8 patents and other Patent Pendings NFI , would be transferred. So the company has at least 8 more patents to potentially License or sue others over. This could be very meaningful and Noam made the comment that the Value in this deal is simply not found very often. Next question covered revenue; the answer was that the company is on a 40 million annual run rate. Next question, will this acq be dilutive? Noam handed this to financial guy, NFI, who essentially stated that the acq should be accretive to earnings by the end of the first qtr, after the deal is closed. Noam added he did not think the acq would have any material effect on the current qtr. The consensus was that they were scrupulous in deciding beforehand that the deal would make money from the get go. Deal should close in 4 to 6 weeks! Next question concerned Sales force, asked how this might help meet the goal of getting feet on the street. Noam prefaced his answer by explaining that the sales force since the secondary, is growing at a rate of 10% per month. This accquisition will put 80 quota bearing feet on the street, but will take up to two months after closing to get them cross trained and acclimated. The S&M dept brings a total of 120 new people to MRV. * Made a side comment about some strong Marketing people in the equation. Judging from the XYPLEX website I would agree! A Woman asked is this acq comperable to Yuri's? Noam said it was more on the line of the LIVINGSTON deal by comparison. *NFI or I simply misunderstood the answer. I asked the next question concerning what I heard in Noams opening statement, Is this acq an opportunity to combine Xyplex Tech and specifically multiplexors, into ASICS much like that like Transwitch Corp is doing? To me this is very important, XYPLEX has multiplexing Hardware and software, which can be brought into ASICS, Noam specifically reitterated that ASICS were an MRV strong suit. However I am not sure that any of the principles cought my reference to Transwitches Mulitplexor on a chip reference. At that point Schlomo began to talk about the SW that XYPLEX has, he commented that they have approximately 92 people in R&D, working on SW, that is in his opinion, the most stable and robust outside of Cisco's in the entire industry. That is BIG people. He seemed excited that these 90 or so people would be going hard at it to combine their expertise with that of MRVs own team. This is big for 2 reasons; first doing multiplexing is a big part of networking because it is a bandwidth regulator/ allocating function which is costly and complex,, looking at XYPLEX's product lines, the platforms and network interfaces they support are broad, taking the SW to ASICS could provide MRV with an entire new stand alone OEM chip business, as Multiplexors which deal with the varied standards will be in big demand across all Network players. Hence a New OEM business unit could conceiveably be borne from this. (personally Hope So) Secondly, the SW /MUX when integrated with MRV ASICs could substantially lower product costs at the Network seam. This cost advantage could translate into market share gains for all of the MRV companies. Running out of time so I will have to come back and summarize the rest of the call later. Thanks in Adv, for not roasting the spelling. * NFI means Not Further Identified *MUX is short for multiplexors. ) jc