CounterPath Solutions, Inc. (OTCBB: CTPS), a leading provider of multimedia VoIP (Voice over Internet Protocol) softphones and SIP applications, announced today that it has closed its acquisition of NewHeights Software Corp., a developer of IP communication software for enterprise customers.
CounterPath will combine its existing software applications and solutions with NewHeights’ enterprise and IP applications to expand its suite of products. With this additional depth, CounterPath is able to accelerate its growth strategy and offer a wider array of product and technology solutions to existing and new Service Provider, Original Equipment Manufacturer and Value Added Reseller customers.
“We are excited about the future for the combined company and will continue to build on the CounterPath mission to be the dominant endpoint for fixed, mobile and FMC (Fixed Mobile Convergence) operators and infrastructure providers across all desktop, embedded and mobile device platforms,” said Greg Pelling, CEO of CounterPath.
Under the terms of the agreement, CounterPath has agreed to issue 40,250,000 shares of common stock for all of the shares of NewHeights, of which 1,849,180 shares are being issued by a wholly-owned subsidiary of CounterPath and are exchangeable into CounterPath shares of common stock on a one-for-one basis. On closing, CounterPath converted its existing convertible debentures in the amount of $4 million to 10 million shares of common stock. In addition, CounterPath completed a private placement of $1.3 million issuing 3.25 million shares of common stock at $0.40 and entered into subscription agreements to raise an additional $4.2 million through the issuance of 10.5 million shares of common stock at $0.40 per share to Wesley Clover, a leading global investment firm led by Sir Terence Matthews, and a group of existing investors.
With the close of the acquisition, CounterPath welcomes new members to its board of directors and changes to the executive team:
- Sir Terence H. Matthews, Chairman of the Board — Matthews is one of Canada’s leading telecommunications entrepreneurs. He is founder of a number of world-renowned technology companies including Newbridge Networks and Mitel Corporation. In addition to his involvement in CounterPath, Matthews is Chairman of Mitel, March Networks and private equity firm Wesley Clover.
- Owen Matthews, Vice-Chairman of the Board — Matthews is co-founder and former CEO of NewHeights. Matthews was the visionary who sought to develop an intuitive, next-generation software client that would bring together the power of both the telephony and data networks in an intuitive graphical interface and ultimately provide users with simplicity and usability in the management of their IP communications environment.
- Mark Bruk, Vice-Chairman of the Board — Bruk is founder and former CEO of CounterPath. Bruk is a technology pioneer and the visionary behind a number of early-to-market Internet applications including CounterPath’s SIP-based softphones X-Lite, eyeBeam and Bria.
- Greg Pelling, CEO and Director of the Board — Prior to joining CounterPath, Pelling was president of NewHeights. Pelling is a 20-year technology and IT industry veteran whose career includes work with Cisco Systems Inc. and PricewaterhouseCoopers.
- Donovan R. Jones, President, COO and Director — Jones will continue to manage day to day operations and is responsible for strategic and financial initiatives that drive CounterPath’s overall growth.
Since 2003, CounterPath Solutions, Inc. has been creating value for its clients with the development of innovative multimedia VoIP (Voice over Internet Protocol) softphones and SIP applications. CounterPath’s flexible, user friendly and feature-rich product suite enables clients to cost-effectively integrate or bundle voice, video, presence and IM applications into their VoIP solutions. CounterPath’s clients include some of the world’s largest telecommunications service providers and network equipment providers including AT&T, BT (British Telecommunications PLC), Alcatel-Lucent and Cisco Systems. Additional information about CounterPath and CounterPath’s products and services is available at www.counterpath.com.
This news release contains “forward-looking statements”. Statements in this press release, which are not purely historical, are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among others, the expectation and/or claim, as applicable, that (i) CounterPath will complete the acquisition of NewHeights, (ii) after completion of the acquisition, CounterPath will be the industry’s leading consumer and enterprise softphone provider, and (iii) after completion of the acquisition, CounterPath’s growth strategy would be accelerated. It is important to note that actual outcomes and CounterPath’s actual results could differ materially from those in such forward-looking statements. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: (1) the failure to complete the acquisition of NewHeights, (2) the failure to successfully integrate the businesses of CounterPath and NewHeights after completion of the acquisition, (3) the failure to develop new and innovative products using CounterPath’s and NewHeights’ technologies, (4) CounterPath’s ability to remain competitive as other parties develop and release competitive products, (5) CounterPath’s ability to retain the employees necessary to continue research and development of current and new products, (6) the success by CounterPath of the sales of its current and new products, (7) the impact of competitive products on the sales of CounterPath’s products, (8) the impact of technology changes on CounterPath’s products and on the VoIP industry, (9) the compatibility of CounterPath’s products with new computer operating systems, (10) the rate of adoption by service providers and the general public of VoIP as a replacement for regular and cellular phone service, (11) general economic conditions as they affect CounterPath and its prospective customers, (12) the ability of CounterPath to control costs operating, general administrative and other expenses, and (13) insufficient investor interest in CounterPath’s securities which may impact on CounterPath’s ability to raise additional financing as required. Readers should also refer to the risk disclosures outlined in CounterPath’s quarterly reports on Form 10-QSB, annual reports on Form 10-KSB and CounterPath’s other disclosure documents filed from time-to-time with the Securities and Exchange Commission.