Lucent Agrees to Acquire Yurie Systems for $1 Billion
By JOHN J. KELLER Staff Reporter of THE WALL STREET JOURNAL
Lucent Technologies Inc., adding relentlessly to its data-technology assets, agreed to buy data-equipment supplier Yurie Systems Inc., for $1 billion, a slight premium over Yurie's stock-market value.
Lucent said the purchase would result in a one-time charge to its earnings for the third quarter and would lead to a "slight" dilution of its 1999 earnings. Lucent officials declined to elaborate.
A billion dollars would seem like a lot of money to pay for a company that had annual revenue last year of just $51 million, but Yurie has quickly cashed in on the increasingly critical need for high-capacity data networks -- a market in which Lucent had fallen behind aggressive data-networking suppliers such as Cisco Systems Inc. A highflier since going public early last year, Yurie, of Landover, Md., makes systems that turn different kinds of digital traffic -- such as encoded voice calls and corporate data -- into single streams that can be handled efficiently by high-speed traffic exchanges. These so-called asynchronous transfer mode -- or ATM -- switches are expected to be critical components of future public-communications networks.
Yurie "was early to market with a leadership product in a market that's about to explode" from $100 million in annual sales today to $600 million by the year 2000, said Bill O'Shea, president of Lucent's Data Network Systems Group. Lucent already sells some of Yurie's products to its phone company customers.
Under the agreement, Lucent will pay $35 for each Yurie share, a small premium over the $31.50 closing price of Yurie on Friday. Yurie shares jumped 10% Monday on the news, closing at $34.75, up $3.25, in Nasdaq Stock Market trading. Meanwhile, trading in Yurie call options was much higher Friday than the company's average daily volume, indicating that traders expected the price of Yurie's stock to rise. Lucent fell $1.4375, or 2%, to $71.9375 in composite trading on the New York Stock Exchange Monday.
Burden on Phone Networks
The telecommunications industry is undergoing a fundamental shift in investments as demand for high-speed data transmission and access to the Internet put a greater burden on traditional phone networks. Carriers such as AT&T and the Bells must upgrade their networks to handle booming Internet traffic along with traditional voice phone calls. As one of their principal suppliers, Lucent must provide public carriers and private operators such as corporations with the systems to handle this so-called broad-band communications traffic. Otherwise, rivals such as Cisco and Bay Networks Inc. could get to these customers first.
The telecommunications industry doesn't have a lot of time. Internet traffic is growing 1,000% a year and data traffic over the public network is doubling annually. Voice calling, by contrast, is expanding at a single-digit rate.
"Data will account for more than 95% of the traffic on the public network by the year 2005, and this will force public carriers to adopt a new architecture for handling voice, data and video transmission," said Christopher Stix, an analyst at Cowen & Co. Indeed, public carriers are already coming under attack by new networks such as Qwest Communications International Inc., IXC Communications Inc., Level 3 Communications and others.
Bigger Acquisition Possible
Lucent could end up making a much bigger acquisition by the end of the year to accelerate its data strategy and bring it closer to data behemoths such as Cisco and Bay, Mr. Stix said. Since its spinoff from AT&T, Lucent has been restricted from using the pooling method of accounting to do acquisitions, but those shackles come off in September. Mr. Stix said Lucent could end up trying to buy Ascend Communications or Bay Networks, two suppliers that could give it more throw weight in the market. Ascend has the installed base and sales force to give Lucent entree to a lot of customers, while Bay "is the only credible alternative to Cisco in the market for high-end data routers," noted Mr. Stix.
Mr. O'Shea won't comment on Lucent's acquisition strategy, except to say that its buying binge is far from over. Bay Networks wouldn't comment on acquisitions, but said it doesn't anticipate changing its existing agreement to sell Yurie products. Ascend officials couldn't be reached.
Yurie's management and personnel, which now number 238, will see their responsibilities expand significantly at Lucent. Jeong Kim, Yurie's chairman and chief executive, will become president of Carrier Networks within Lucent's Data Networking Systems' group, and his team will take command of all data-equipment products developed by Lucent for the public telecommunications carrier market. Such customers include AT&T and Sprint Corp. The unit will be based at Yurie's current headquarters in Landover. "Both companies are driven by a powerful urge to succeed in data networking," said Mr. Kim. Yurie got its start building ATM systems for the government, including the Navy, which uses its gear for a sophisticated network linking ships. Mr. Kim once headed this government development of ATM systems. According to a federal filing in September, Mr. Kim owned 13.6 million Yurie shares, which are valued at nearly $500 million based on the offer price.
Yurie's officers also include technical chief Kwok Li, who once worked for Northern Telecom Ltd.'s Bell Northern Research Laboratory. Harry Carr, a former chief of AT&T's Federal Systems Defense Division, is Yurie's president and chief operating officer.
While Lucent has one of the largest hardware and software development staffs in the world at its Bell Laboratories, Mr. O'Shea said it was much faster and cheaper for Lucent to buy Yurie and let Bell Labs focus on other telecom projects such as building the next-generation switches and fiber-optic systems.
It is a strategy that Lucent has been following since the end of last year when it began putting together purchases of key data-communications suppliers to augment its telecom storehouse.
Late last year, Lucent agreed to purchase Prominet Corp., which builds high-capacity Ethernet switches used by corporations to handle their Internet traffic for $200 million in stock. That followed Lucent's agreement in October to purchase Livingston Enterprises Inc., Pleasonton, Calif., for $650 million in stock. Livingston makes "access gear" that converts voice calls into "packets," or electronic envelopes, that can be transmitted over the Internet and systems based on the same protocols.
Mr. O'Shea said long-term projects at Bell Labs call for the integration of products such as Yurie's into single systems. Such gear would deliver a range of traffic-handling capabilities, thus reducing the complexity and operational costs of future data networks. |