SAN JOSE, Calif. -- January 23, 1996 -- Cisco Systems Inc. today announced an
agreement to acquire TGV Software
Inc. (NASDAQ: TGVI), a leading supplier of
Internet software products that enable connectivity between disparate
computer systems over local area, enterprise-wide and global computing
networks. The acquisition extends Cisco's software product line to include
network applications and services which are used to build corporate
intranets and support the growing global Internet and World Wide Web.
TGV's management, employees and product line will become part of Cisco's
Internet Business Unit.
Cisco will acquire TGV in a stock swap in which shares of Cisco stock will be
exchanged for all outstanding shares, options and warrants of TGV. Under the
terms of the agreement, one (1) share of Cisco common stock will be exchanged
for every five (5) outstanding shares of TGV common stock. The transaction
will be accounted for as a pooling of interests. The closing price of Cisco
common stock on January 23, 1996 was $77.875 per share, giving the
transaction an approximate value of $115 million. The transaction is
expected to be completed by the close of March 1996, and is subject to
various conditions, including clearance under the Hart-Scott-Rodino
Antitrust Act and approval by TGV stockholders.
"Our customers are looking for additional support for TCP/IP traffic
throughout the enterprise and TGV offers value-added software capable of
delivering valuable applications and services," said John Chambers,
president and CEO of Cisco Systems. "Users also want to further leverage
the native intelligence of their intranets. We plan to open up key areas
of TGV MultiNet software interoperability for application-level advances in
areas including multimedia," added Chambers.
"Bringing TGV and Cisco together gives our customers a single enterprise-wide
networking solution," said Craig Conway, president and CEO of TGV Software.
"We can offer network managers superior network application and services to
build corporate intranets and utilize the worldwide Internet. At the same
time, consumer network users will benefit from better integration of
TCP/IP technology into their network equipment," added Conway.
For enhanced application support, Cisco will integrate value-added links
between TGV software and
Cisco's
Internetwork Operating System (Cisco
IOS(tm)) software. Cisco IOS software is a sophisticated networking
software suite, that ensures robust, reliable internetworks by supporting
both LAN and WAN protocols, optimizing WAN services and controlling
internetwork access. TGV's innovative MultiNet TCP/IP software is
optimized for UNIX, DEC and Windows environments to provide users with
value-added application support, including electronic mail, tape backup
capabilities, file transfer, load balancing and print services. Additional
benefits of TGV MultiNet software include server-based centralized
administration and management of network operations, including
Point-to-Point Protocol (PPP) dial-up support and simpler IP address
assignment with Dynamic Host Configuration Protocol (DHCP) and BootP.
TGV Software, Inc. employs more than 130 people and is headquartered in Santa
Cruz, California. The company develops, markets and supports TCP/IP
internetworking software products which enable connectivity between disparate
computer systems over local area, enterprise-wide and global computing
networks. TGV's principal product line is marketed under the name of
MultiNet. MultiNet for Windows integrates a robust suite of TCP/IP
applications including a 32-bit VxD kernel, NFS client, FTP client and
server, VT100-320 and TN3270 emulations, network printing, Pronto Mail V2.0
electronic mail, Enhanced Mosaic V2.1 web browser and network diagnostics.
Cisco Systems (NASDAQ: CSCO) is the leading global
supplier of
internetworking solutions,
including routers, LAN and ATM switches, dial-up
access servers and network management software. These products, integrated
by the
Cisco IOS(tm) software, link
geographically dispersed LANs, WANs and
IBM networks. Cisco news and product/service information are available at
World Wide Web site http://www.cisco.com. Cisco is headquartered in San
Jose, Calif.