OMAHA, Neb. and LOUISVILLE, Colo. — West Corporation (Nasdaq: WSTC), a leading provider of outsourced communication solutions, and Raindance Communications Inc. (Nasdaq: RNDC), a leader in integrated multimedia conferencing services and support, today jointly announced that they have entered into an agreement whereby West will acquire Raindance for $2.70 per share in cash.
The acquisition is expected to close by the end of the second quarter and will be funded with cash on hand, West’s existing bank credit facility and additional debt. The total cost before transaction expense is approximately $110 million, net of option proceeds and cash on hand. In addition, federal income tax benefits of approximately $37 million, assuming a 35% tax rate, are expected to be realized over 18 years. West expects the acquisition to be slightly accretive to earnings on a GAAP basis in 2006.
Closing is subject to Raindance shareholder approval, regulatory approvals, and other customary closing conditions. The acquisition does not require the approval of West shareholders and is not conditioned upon the receipt of financing by West.
Founded in 1997, Raindance Communications was one of the pioneers in web conferencing. Its suite of services includes reservationless conferencing, operator-assisted conferencing and its multimedia conferencing products: Raindance Seminar Edition and Raindance Meeting Edition. Based in Louisville, Colorado, Raindance serves a diverse base of thousands of corporate customers across numerous vertical markets and all major industries. Raindance will become part of West Corporation’s Conferencing Services segment, and Raindance products and services will be integrated into the InterCall suite of products.
“We are excited to enhance our multimedia conferencing offerings with Raindance’s high-quality products,” said Thomas B. Barker, Chief Executive Officer of West Corporation. “This acquisition will also leverage our core competencies and increase the utilization of our existing infrastructure — a formula that has consistently yielded excellent results with our previous acquisitions.”
“West and Raindance have a shared vision to provide best-in-class multimedia conferencing services to the market,” stated Don Detampel, Chief Executive Officer of Raindance Communications. “This agreement will provide our customers greater global reach to meet their needs for international communications and expanded operator-assisted capabilities that are fundamental to multimedia events.”
Conference Call
West Corporation will hold a conference call to discuss this acquisition on February 7 at 12 p.m. Eastern Time (11 a.m. Central Time). Investors may access the call by visiting the Investor section of the West Corporation website at http://www.west.com and clicking on the Webcast link or by calling 800-374-0457. A replay of the call will also be available on the website. Raindance will discuss this acquisition on its earnings call on February 15.
About West Corporation
West Corporation is a leading provider of outsourced communication solutions to many of the world’s largest companies. The company helps its clients communicate effectively, maximize the value of their customer relationships and drive greater revenue from each transaction. West’s integrated suite of customized solutions includes customer acquisition, customer care and retention services, interactive voice response services, and conferencing and accounts receivable management services.
Founded in 1986 and headquartered in Omaha, Nebraska, West has a team of approximately 28,000 employees based in North America, Europe and Asia. For more information, please visit http://www.west.com .
About Raindance Communications
Raindance Communications, Inc., the leader in integrated multimedia conferencing services and support, brings an entirely new level of simplicity and interaction to remote meetings and events. Its suite of best-in-class services, Raindance Seminar Edition and Raindance Meeting Edition, redefine the everyday meeting experience. Thousands of corporate customers currently use Raindance’s technology to more effectively communicate with colleagues, vendors, customers and partners around the world. For more information, please visit http://www.raindance.com.