Ulticom Agrees $90M Sale

MOUNT LAUREL, N.J.-- Ulticom, Inc. (NASDAQ:ULCM) (“Ulticom” or “Company”) announced today that it has signed a definitive merger agreement with affiliates of Platinum Equity, LLC providing for the acquisition of Ulticom by an affiliate of Platinum Equity for merger consideration of $2.33 per share in cash, after payment of a special dividend in the amount of $5.74 per share in cash. Shares held by Ulticom's controlling shareholder, Comverse Technology, Inc. ("Comverse") will be purchased by Platinum Equity’s affiliate pursuant to a separate share purchase agreement immediately prior to the closing of the merger.

Under the terms of the share purchase agreement, Comverse will receive up to $2.33 per share, with a portion of such amount to be deferred and at risk based on the Company’s financial performance post-closing. The $8.07 per share to be received by shareholders represents approximately a 5% premium to the closing price of the Company's common stock on October 11, 2010 and approximately a 4% premium to the average closing price for the prior 30 days.

Under the terms of the definitive merger agreement, which was unanimously approved by Ulticom’s Board of Directors, Ulticom’s public shareholders will receive $2.33 per share in cash, after payment of a special dividend by the Company of $5.74 per share. The special dividend is subject to shareholder approval of the transaction and will be paid prior to the purchase of the Comverse shares and the merger, to shareholders of record at the close of business on November 24, 2010. The Company anticipates that pursuant to NASD Rule 11140, the ex-dividend date will be the day after the dividend payment date. Accordingly, the stock will continue to trade with the right to receive the dividend after the record date.

The transaction is expected to close by the end of the Company’s fourth fiscal quarter of 2010 and is subject to customary closing conditions, regulatory approvals, approval by Ulticom's shareholders, including a majority of Ulticom shares that are not owned by Comverse, and payment of the special dividend. The transaction is not conditioned on receipt of financing by the acquirer. A special meeting of Company shareholders is currently scheduled for December 2, 2010 at 9 a.m. local time, to be held at the Enterprise Center at Burlington County College, 3331 Route 38, Mount Laurel, New Jersey 08054. The Board of Directors of Ulticom has established a record date of the close of business on October 26, 2010 to determine shareholders entitled to vote at the special meeting.

“After a careful and extensive review of our strategic alternatives, our Board of Directors has determined that the premium to the current market price provided by this transaction offers the best value for our stockholders,” said Shawn Osborne, Ulticom president and chief executive officer. “Furthermore, Platinum Equity’s financial resources and experience with communication and information technology companies will reinforce Ulticom’s ability to enhance our product portfolio and market position.”

“Ulticom has a solid reputation for quality and innovation, and is one of the premier providers of critical technology in wireless and broadband networks,” said Matt Young, Principal for Platinum Equity. “There is opportunity for growth as the demand for high-bandwidth services continues to evolve, and we’re eager to help Ulticom drive that growth.”

Morgan Keegan Technology Group acted as lead financial advisor to Ulticom and Duff & Phelps, LLC also provided a fairness opinion to Ulticom’s Board of Directors. Weil, Gotshal & Manges LLP acted as legal counsel to Ulticom in the transaction and Flaster/Greenberg P.C. acted as special New Jersey Counsel to Ulticom. Paul, Hastings, Janofsky & Walker LLP acted as legal counsel to Platinum Equity.

Ulticom Inc. (Nasdaq: ULCM)