RadiSys Acquires Convedia for US$105M

On September 1, 2006 Hillsboro, Oregon-based RadiSys Corporation, a leading global provider of advanced embedded systems, completed its acquisition of Vancouver-based Convedia Corporation. Convedia is a global leader in VoIP and IMS-compliant IP media processing technologies and IP media server products. The acquisition was completed pursuant to a plan of arrangement adopted by the securityholders of Convedia, and approved by the Supreme Court of British Columbia on August 31, 2006.

RadiSys paid the securityholders of Convedia US$105 million in cash on closing, with up to an additional US$10 million in cash payable by RadiSys if certain profitability goals are achieved between October 1, 2006 and September 30, 2007. In connection with the closing, RadiSys also adopted the RadiSys Corporation Stock Plan for Convedia Employees, pursuant to which Convedia employees were awarded RadiSys stock options, restricted stock awards and restricted stock units valued as of the date of closing at not less than US$5 million.

Gowling Lafleur Henderson LLP acted as counsel for Convedia, with a team led by Derek Keay and Natalie Gouthro of Gowlings Kanata Technology Law Office, assisted by Carole Chouinard (tax); Stuart Ash (intellectual property); Francois Baril (competition); Henry Ellis and Jack Yong (Vancouver–corporate) and Michael Watson and Eric Wredenhagen (litigation). Jenifer Chilcott, in-house counsel for Convedia, also acted on the transaction. Brian Lenihan of Choate, Hall & Stewart LLP in Boston, Massachusetts provided advice to Convedia with regard to US matters in the transaction.

RadiSys was represented in Canada by McCarthy Tétrault LLP, with a team that included Dan Steiner, Tim McCafferty, Joyce Lee, David Frost, Robin Mahood and Troy Lehman (corporate); David Ford, Cappone D'Angelo and Paul Armitage (IP); Brent Kerr (tax); Oliver Borgers (competition) and Michelle Lawrence and Warren Milman (litigation). Amar Budarapu, Crews Lott and Jennifer McNamee of Baker McKenzie LLP in Dallas, Texas represented RadiSys in the United States.