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Technology Stocks : Ascend Communications (ASND) -- Ignore unavailable to you. Want to Upgrade?

To: Tim Luke who wrote (55900)	10/14/1998 8:35:00 AM
From: Mark Duper	Read Replies (2) \| Respond to of 61433

Ascend Announces U.S. and Foreign Clearance by Antitrust Regulators for Proposed Merger With Stratus Computer Company is Making Progress in Divesting Non-Telecom Businesses ALAMEDA, Calif.--(BUSINESS WIRE)--Oct. 14, 1998-- Ascend Communications, Inc. (Nasdaq:ASND - news) a leading supplier of wide-area networking (WAN) solutions for providers and users of the public network today announced it has received clearance from both US and foreign antitrust regulators for its proposed merger with Stratus Computer, Inc. (NYSE:SRA - news). On August 3, 1998, Ascend announced a definitive merger agreement under which it will acquire all of the outstanding shares of Stratus in a tax-free stock-for-stock exchange. Ascend intends to create a new Carrier and Signaling Management Business Unit to be headed up by Stratus' CEO Bruce Sachs, and consisting in part of Stratus' Telecom Carrier business unit which includes SS7 network control platforms (the intelligent management of a telephone network), OSS software (Operations Support Systems), enhanced services software and a line of fault-tolerant computing platforms. As announced at that time, Ascend intends to divest itself of the non-telecom Stratus businesses, including the Enterprise Computer business unit; and two business units comprised of Financial and Enterprise Application Software (TCAM and S2). The company announced today that it has received clearance for the acquisition from antitrust regulators in Ireland, Sweden and Germany. This follows the expiration on September 20, 1998 of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), applicable to the acquisition, during which neither the Federal Trade Commission (FTC) nor the Antitrust Division of the US Department of Justice (DOJ) had requested additional information in connection with the proposed merger. The expiration of the HSR Act waiting period and the necessary foreign approvals were a precondition under the previously announced merger agreement between Ascend and Stratus. This agreement is being submitted to the shareholders of Stratus for their approval at a special meeting scheduled to be held on October 19, 1998. The companies expect to complete the transaction on October 19, 1998, subject to shareholder approval and the satisfaction of other customary conditions. Ascend is currently in negotiations to divest all non-telecom businesses of Stratus, including S2, TCAM and the Enterprise Computer business unit, and expects to reach definitive agreements regarding these units in November 1998. Ascend is evaluating the option of a Leveraged Buy Out (LBO) for the Enterprise Computer business unit. ''We are pleased with the progress we are making in completing the Stratus acquisition, and continue to believe that it represents a major step forward for the convergence of voice and data networks,'' said Mory Ejabat, chief executive officer of Ascend Communications. ''We have received considerable interest from parties wishing to acquire Stratus' non-telecom businesses, and expect to announce the results of our negotiations in November.'' Stratus has retained Salomon Smith Barney as its financial advisor to handle the divestiture process.