8-KMaterial AgreementsExhibits & Filings

CISCO SYSTEMS, INC. 8-K Report, Material Agreement (Nov 18, 2005)

Filed November 18, 2005For Securities:CSCO

Summary

Cisco Systems, Inc. (CSCO) announced a significant strategic move on November 18, 2005, entering into a definitive merger agreement to acquire Scientific-Atlanta, Inc. The acquisition, valued at $43.00 per share in cash, is set to make Scientific-Atlanta a wholly-owned subsidiary of Cisco. This transaction is expected to be taxable to Scientific-Atlanta shareholders and is subject to customary closing conditions, including shareholder approval and regulatory clearances in various jurisdictions. The acquisition of Scientific-Atlanta, a provider of digital content and communications solutions, signals Cisco's intent to expand its presence in the home networking and video delivery space. The integration of Scientific-Atlanta's technologies and customer base is anticipated to strengthen Cisco's service provider and enterprise offerings, potentially opening new revenue streams and enhancing its competitive position in the evolving telecommunications landscape.

Key Highlights

  • 1Cisco Systems, Inc. to acquire Scientific-Atlanta, Inc. for $43.00 per share in cash.
  • 2Scientific-Atlanta will become a wholly-owned subsidiary of Cisco upon completion of the merger.
  • 3The transaction is structured as a merger agreement, with consummation subject to shareholder approval and regulatory clearances.
  • 4Scientific-Atlanta's executive officers and directors have agreed to vote in favor of the merger.
  • 5Cisco will assume outstanding Scientific-Atlanta stock options, converting them into options for Cisco common stock.
  • 6The acquisition is taxable to Scientific-Atlanta shareholders.

Frequently Asked Questions

The acquisition of Scientific-Atlanta is expected to enhance Cisco's capabilities in the digital content and communications space, particularly in areas like home networking and video delivery. This move aligns with Cisco's strategy to expand its service provider and enterprise solutions.

Scientific-Atlanta shareholders will receive $43.00 in cash for each outstanding share of Scientific-Atlanta Common Stock. The transaction is expected to be taxable to these shareholders.

The completion of the merger is contingent upon several conditions, including the approval of Scientific-Atlanta shareholders, receipt of necessary antitrust approvals from U.S. and foreign regulatory authorities, and other standard closing conditions.

The filing does not specify a closing date for the merger. The dates for the Scientific-Atlanta shareholder meeting and the closing have not yet been determined.