Boca Research and Hayes Microcomputer Products
jointly announce letter of intent
BOCA RATON, Fla. and ATLANTA, Georgia--June 29, 1995-
Hayes Microcomputer Products Inc. and Boca
Research Inc. today jointly announced that executives of both companies have signed a
letter of intent which will result in the acquisition of Hayes by
Boca. Further, this transaction will result in the financing for
Hayes to complete its Plan of Reorganization to pay all creditor
claims at 100%, with interest. The resulting company will be named
Hayes to optimize the name-brand recognition worldwide.
Upon completion of the transaction, shareholders of Hayes will
receive 1,685,000 shares of Boca Research common stock plus the
right to receive certain contingent payments based on the future
earnings of the merged company. The parties anticipate the
transaction closing in 90 days subject to satisfactory completion of
due diligence, execution of definitive documents implementing the
transaction, completion of debt financing for the merged company,
and confirmation of the Hayes Plan of Reorganization by the
Following the transaction, Dennis C. Hayes, Chairman and
President of Hayes Microcomputer Products Inc., will be the combined
companies' largest shareholder, a Director on the Board and as Vice
Chairman will have the responsibility for Strategic Planning,
Corporate Communications, and Intellectual Property Management.
Tony Zalenski will be President and CEO of the combined companies.
"The combination of our companies will present a formidable
presence in the marketplace," said Tony Zalenski, Boca Research's
President and Chief Executive Officer, "I am exceedingly pleased to
welcome the industry standard name, Hayes, to join with us. We feel
there will be explosive synergy between our two companies. Boca's
strong financial position, cost-effective manufacturing, ability to
integrate technology, build effective business partnerships, and
financial expertise will be dramatically fueled by Hayes' name-brand
recognition, technology, distribution base, marketing know-how, and
expansive international presence in Europe, the Americas, and Asia
Pacific. Our expanded company will be positioned to bring the
industry's best values in leading edge communication technology to
the consumer and business marketplace," he added.
"With the market-leading brands like Hayes, Boca, and Practical
and the strengths of the management team of both companies, the new
company will be even stronger at addressing the rapidly growing
market segments," said Hayes' Chairman and President, Dennis C.
Hayes. "I am very glad this merger will allow us to keep our
commitments to our creditors and continue to serve our customers
For the year ended Dec. 31, 1994, and the three months ended
March 31, 1995, Boca Research reported revenues of $83.6 million and
$27.3 million (unaudited) respectively. For the year ended Sept.
30, 1994 and the six months ended March 31, 1995, Hayes generated
revenues of $246.9 million (unaudited) and $135.2 million unaudited,
Boca Research (NASDAQ:BOCI), founded in 1985, is a Florida
corporation headquartered in Boca Raton. The company designs,
manufactures, markets, and supports quality, cost-effective data
communications, multimedia and networking products to facilitate the
transmission of information on personal computers and computer
networks. The company provides hardware products augmented with
software for use in the corporate, consumer, and small office/home
office marketplace. Boca's current board-level enhancement and
networking product categories include: data communications
(fax/data/voice modems); multimedia (video, telephony, sound, voice
and data); networking; video graphics; and input/output (I/O),
interface device enabler (IDE) and mutliport products. The company
sells its products worldwide to wholesale distributors, original
equipment manufacturers (OEMs), and retailers. For additional
information about the company or its products, contact Boca Research
at 1377 Clint Moore Road, Boca Raton, FL 33487, phone: 407/997-6227
or fax: 407/994-5848.
Hayes, which filed a voluntary Chapter 11 Reorganization on Nov.
15, 1994 and which has successfully restructured its operations
during the proceedings, filed its Plan of Reorganization on May 15,
1995. The Plan will be updated to provide for payment of interest
in connection with the payment to unsecured creditors of their valid
claims. Demand for Hayes products have remained strong throughout
this period and current bookings are at record levels.
Hayes Microcomputer Products Inc. develops, supplies and
supports computer communications equipment and software for personal
computers and computer communications networks. The company
distributes its products in more than 65 countries through a global
network of authorized distributors, dealers, mass merchants, VARs,
system integrators and original equipment manufacturers.
CONTACT: Boca Research Inc., Boca Raton
Gale Blackburn, Investor Relations Manager
407/997-8621 ext. 305 voice
Hayes Microcomputer Products Inc., Atlanta
Susan Merkel, Public Affairs Manager