SONUS NETWORKS,INC. (NASDAQ:SONS) Files An 8-K Entry into a Material Definitive Agreement

SONUS NETWORKS,INC. (NASDAQ:SONS) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive
Agreement
.

Merger Agreement

On May23, 2017, Sonus Networks,Inc. (Sonus or the Company)
entered into an Agreement and Plan of Merger (the Merger
Agreement) with Solstice Sapphire Investments,Inc., a direct
wholly-owned subsidiary of the Company (NewCo), Solstice
Sapphire,Inc., a direct wholly-owned subsidiary of NewCo
(Solstice Merger Sub), Green Sapphire Investments LLC, a direct
wholly-owned subsidiary of NewCo (Cayman Merger Sub), Green
Sapphire LLC, a direct wholly-owned subsidiary of NewCo (GB
Merger Sub), GENBAND Holdings Company (GENBAND), GENBAND Inc.
(GB) and GENBAND II,Inc. (GB II), to which (i)Solstice Merger Sub
will merge with and into the Company, with the Company surviving
such merger as a wholly-owned subsidiary of NewCo, (ii)Cayman
Merger Sub will merge with and into GENBAND, with GENBAND
surviving such merger as a direct or indirect wholly-owned
subsidiary of NewCo, (iii)GB will merge with and into GB Merger
Sub, with GB Merger Sub surviving such merger as a wholly-owned
subsidiary of NewCo and (iv)GB II will merge with and into GB
Merger Sub, with GB Merger Sub surviving such merger as a
wholly-owned subsidiary of NewCo (such mergers in (i)through
(iv)above, collectively, the Mergers).

The Board of Directors of the Company has unanimously approved
the Merger Agreement and the transactions contemplated thereby,
and the Company has agreed to hold a stockholders meeting to
submit the Merger Agreement to its stockholders for their
consideration.

Effect of the Merger

In connection with and at the time of the closing of the Mergers
(the Effective Time), each share of Sonus common stock, par value
$0.001 per share, issued and outstanding immediately prior to the
Effective Time will be converted into the right to receive one
share of NewCo common stock, par value $0.0001 per share.

At the Effective Time, all outstanding shares of capital stock or
other equity interests of GENBAND (other than those equity
interests held by GB and GB II), GB and GB II issued and
outstanding immediately prior to the Effective Time will be
converted into (i)an aggregate number of shares of NewCo common
stock equal to the number of shares of Sonus common stock issued
and outstanding at the Effective Time, less the number of
unvested Sonus restricted stock awards assumed by NewCo to the
Merger Agreement, and (ii)the right to receive a three-year
promissory note issued by NewCo having an aggregate principal
amount of $22.5 million and accruing interest at a rate of 7.5%
per year if paid off in full within six months of the Effective
Time or 10% thereafter. As a result of these transactions, the
Companys stockholders, on the one hand, and the equityholders of
GENBAND, GB and GB II, on the other hand, in the aggregate each
will own approximately 50% of the outstanding shares of NewCo
common stock following the Effective Time.

Substantially all of the outstanding Company stock options will
vest in full and if not exercised prior to the Effective Time
will be canceled. Restricted stock units (RSUs) and performance
stock units (PSUs) granted by the Company that have not vested as
of the Effective Time will be assumed by NewCo and become RSUs or
PSUs (as applicable) of NewCo for an equivalent number of shares
of NewCo common stock, subject to the same vesting and other
terms as prior to the Effective Time. Shares of Sonus restricted
stock that are not vested prior to the Mergers will convert into
an equivalent number of shares of NewCo common stock, subject to
the same vesting and other terms as prior to the Effective Time.

Registration and Listing of NewCo Common
Stock

NewCo will file with the Securities and Exchange Commission
(the SEC) a registration statement in connection with the
issuance of shares of NewCo common stock in the Mergers, which
will include a joint proxy statement relating to the Companys,
GENBANDs, GBs and GB IIs respective stockholder or equityholder
meeting to adopt the Merger Agreement. NewCo will apply to have
its common stock listed on NASDAQ.

Conditions to the Mergers

The obligations of each of the Company and GENBAND are subject
to specified conditions, including, among other things: (i)the
approval of the respective mergers by the Companys stockholders
and the stockholders of GENBAND, GB and GB II, (ii)the receipt
of all antitrust approvals and clearances, (iii)the absence of
any injunctions being entered or law being adopted that makes
the Mergers illegal and (iv)the NewCo shares to be issued in
the transactions being registered with the SEC and approved for
listing on NASDAQ.

Certain Other Terms of the Merger
Agreement

The Merger Agreement contains customary representations and
warranties from both the Company and GENBAND. It also contains
customary covenants, including covenants providing for each of
the parties to use its reasonable best efforts to cause the
Mergers to be consummated, and covenants requiring the parties
to carry on its business in the ordinary course of business
consistent with past practice during the period between the
execution of the Merger Agreement and the Effective Time and
not to initiate, solicit, knowingly facilitate or knowingly
encourage any inquiries, proposals or offers relating to
alternate transactions or, subject to certain exceptions for
the Company, to engage in any discussions or negotiations with
respect to alternate transactions.

The Merger Agreement contains termination rights for each of
the Company and GENBAND, including in the event that (i)the
Mergers are made illegal or any governmental entity issues a
nonappealable final order permanently enjoining the Mergers, or
(ii)if the Mergers are not consummated within nine months,
subect to extension for an additional three months if antitrust
approvals have not been obtained (the Outside Date); or upon
the failure of the Companys stockholders to approve the
Mergers.

GENBAND may terminate the Merger Agreement if the Board of
Directors of the Company changes its recommendation, recommends
an alternative acquisition proposal or fails to affirm its
recommendation of the Mergers after an alternative acquisition
proposal is announced, or if the Company breaches its
representations, warranties or covenants in a manner that would
lead to the failure of a condition, subject to a 30-business
day cure period.

The Company may terminate the Merger Agreement if the
stockholders of GENBAND, GB or GB II do not approve the
transaction, if the Company enters into a transaction for a
superior proposal and concurrently pays to GENBAND the
termination fee described below or if GENBAND, GB or GB II
breaches its representations, warranties or covenants in a
manner that would lead to the failure of a condition, subject
to a 30-business day cure period.

The Merger Agreement provides that GENBAND would be entitled to
receive a termination fee of $14.5 million if GENBAND
terminates the Merger Agreement due to a change in the
recommendation of, or failure to affirm the recommendation by,
the Board of Directors of the Company or following the
termination of the Merger Agreement in certain circumstances if
the Company enters into a definitive agreement in respect of
another acquisition proposal (or consummates such a
transaction).

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is
filed as Exhibit2.1 to this Current Report on Form8-K and is
incorporated herein by reference.

The Merger Agreement contains representations, warranties,
covenants and other terms, provisions and conditions that the
parties made to each other as of specific dates. The assertions
embodied therein were made solely for purposes of the Merger
Agreement, and may be subject to important qualifications and
limitations agreed to by the parties in connection with
negotiating their respective terms. Moreover, they may be
subject to a contractual standard of materiality that may be
different from what may be viewed as material to stockholders,
or may have been used for the purpose of allocating risk
between the parties rather than establishing matters as facts.
For the foregoing reasons, no person should rely on such
representations, warranties, covenants or other terms,
provisions or conditions as statements of factual information
at the time they were made or otherwise.

Governance

The Merger Agreement provides that NewCo will have a board of
directors consisting initially of nine directors, initially
comprised of (i)two individuals who are independent directors
and designated by GENBAND, (ii)three additional individuals who
are designated by GENBAND (and who will not be required to be
independent), (iii)NewCos Chief Executive Officer, who will be
the Companys current Chief Executive Officer or another
individual designated by the Company, (iv)NewCos Chairman, who
will be the Companys current Chairman or another individual
designated by the Company, and (v)two individuals who are
independent directors and designated by the Company. At the
Effective Time, certain GENBAND holders will enter into a
stockholders agreement with NewCo containing certain voting
obligations, transfer restrictions, standstill provisions and
pre-emptive rights.

Item 5.03. Amendments to Articles of
Incorporation or By-laws; Change in Fiscal Year.

On May22, 2017, the Board of Directors of the Company adopted
an amendment to the Companys Second Amended and Restated
By-laws, as previously amended and restated on December8, 2016
(the By-law Amendment). The By-law Amendment, among other
things, designates the Court of Chancery of the State of
Delaware as the sole and exclusive forum for any stockholder to
bring any derivative, fiduciary duty and other intra-corporate
claims against the Company, its directors, officers and other
employees, including any claims challenging the Mergers, unless
the Company otherwise consents in writing to an alternate
forum.

The foregoing description of the By-law Amendment does not
purport to be complete and is qualified in its entirety by
reference to the full text of the By-law Amendment. A copy of
the By-law Amendment is filed as Exhibit3.1 to this Current
Report on Form8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On May23, 2017, the Company and GENBAND held a joint investor
conference call in connection with the announcement of the
execution of the Merger Agreement. A transcript of the
conference call is filed as Exhibit99.1 to this Current Report
on Form8-K and is incorporated herein by reference.

Also on May23, 2017, Raymond Dolan, the Companys President and
Chief Executive Officer, sent emails to (i)the Companys
employees, (ii)the Companys customers and partners, (iii)the
Companys managers and (iv)the Companys sales team, which are
filed as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, to
this Current Report on Form8-K and are incorporated herein by
reference.

Also on May23, 2017, the Company distributed a list of
frequently asked questions (FAQ) to the Companys sales
managers. A copy of the FAQ is filed as Exhibit99.6 to this
Current Report on Form8-K and is incorporated herein by
reference.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits

See the ExhibitIndex attached to this Current Report on
Form8-K, which is incorporated herein by reference.

IMPORTANT INFORMATION ABOUT THE TRANSACTION WILL BE
FILED WITH THE SEC

In connection with the proposed transaction, the Company will
cause NewCo to file with the SEC a Registration Statement on
FormS-4 that will include a joint proxy statement of the
Company and GENBAND and certain of its affiliates (the GENBAND
Parties) and a prospectus of NewCo and the Company and the
parties may file with the SEC other relevant documents
concerning the proposed transaction. The Company will mail the
definitive joint proxy statement/prospectus to the Company
stockholders and the GENBAND Party equity holders. THE COMPANY
STOCKHOLDERS AND GENBAND PARTY EQUITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other filings
containing information about the Company at the SECs website at
www.sec.gov. The joint proxy statement/prospectus (when
available) and the other filings may also be obtained free of
charge from the Companys Investor Relations website
(http://investors.sonusnet.com/) or by requesting them from the
Company corporate secretary at Sonus Networks,Inc., 4
Technology Park Drive, Westford, Massachusetts 01886,
Attention: Corporate Secretary.

The Company, NewCo, the GENBAND Parties and certain of their
respective directors and executive officers, under the SECs
rules, may be deemed to be participants in the solicitation of
proxies of the Companys stockholders in connection with the
proposed transaction. Information about the directors and
executive officers of the Company and their ownership of
Company common stock is set forth in the proxy statement for
the Companys 2017 annual meeting of stockholders, as filed with
the SEC on Schedule 14A on April28, 2017.

Additional information regarding the interests of those
participants and other persons who may be deemed participants
in the transaction may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available. Free copies of this document may be obtained
as described in the preceding paragraphs.

NO OFFERS OR SOLICITATIONS

This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section10 of
the Securities Act of 1933, as amended.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS

This communication contains forward-looking statementsthat is,
statements related to future, not past, events. In this
context, forward-looking statements often address expected
future business and financial performance and financial
condition, and often contain words such as expect, anticipate,
intend, plan, believe, seek, see, will, would, or target.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about
the consummation of the proposed transaction and the expected
performance of the combined companies. Uncertainties that could
cause actual results to be materially different than those
expressed in the Companys and the GENBAND Parties
forward-looking statements include the failure to consummate
the proposed transaction or to make or take any filing or other
action required to consummate such transaction in a timely
matter or at all. These or other uncertainties may cause actual
future results to be materially different from those expressed
in the Companys and the GENBAND Parties forward-looking
statements. These risks and uncertainties include, but are not
limited to, economic, competitive, legal, governmental and
technological factors. Accordingly, there is no assurance that
the expectations of the Company or any GENBAND Party will be
realized. Many factors could cause actual results to differ
materially from these forward-looking statements with respect
to the proposed transaction, including risks relating to the
completion of the proposed transaction on anticipated terms and
timing, including obtaining equity holder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management
strategies for the management, expansion and growth of the new
combined companys operations, the ability of the Company and
the GENBAND Parties to integrate the business successfully and
to achieve anticipated synergies, potential litigation relating
to the proposed transaction, and the risk that disruptions from
the proposed transaction will harm the Companys or the GENBAND
Parties business. While the list of factors presented here is
considered representative, no such list should be considered to
be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking
statements could include, among other things, business
disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which
could have a material adverse effect on the Companys or the
GENBAND Parties consolidated financial condition, results of
operations or liquidity. Neither the Company nor any GENBAND
Party assumes any obligation to provide revisions to any
forward-looking statements should circumstances change, except
as otherwise required by securities and other applicable laws.

to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Date: May23, 2017

SONUS NETWORKS,INC.

By:

/s/ Jeffrey M. Snider

Jeffrey M. Snider

Senior Vice President, Chief Administrative Officer,

General Counsel and Secretary

ExhibitIndex

2.1

Agreement and Plan of Merger, dated as of May23, 2017,
between Sonus Networks,Inc., Solstice Sapphire
Investments,Inc., Solstice Sapphire,Inc., Green Sapphire
Investments LLC, Green Sapphire LLC, GENBAND Holdings
Company, GENBAND Inc. and GENBAND II,Inc.*

3.1

Amendment to By-Laws, effective as of May22, 2017.

99.1

Transcript of joint investor conference call held by
Sonus Networks,Inc. and GENBAND Holdings Company on
May23, 2017.

99.2

Email from Raymond Dolan, President and Chief Executive
Officer of Sonus Networks,Inc., to employees of Sonus
Networks,Inc. dated May23, 2017.

99.3

Email from Raymond Dolan, President and Chief Executive
Officer of Sonus Networks,Inc., to customers and partners
of Sonus Networks,Inc. dated May23, 2017.

99.4

Email from Raymond Dolan, President and Chief Executive
Officer of Sonus Networks,Inc., to managers of Sonus
Networks,Inc. dated May23, 2017.

99.5

Email from Raymond Dolan, President and Chief Executive
Officer of Sonus Networks,Inc., to the sales team of
Sonus Networks,Inc. dated May23, 2017.

99.6

Frequently Asked Questions distributed to sales managers
of Sonus Networks,Inc., dated May23, 2017.

* Certain schedules and exhibits to this agreement have been
omitted


About SONUS NETWORKS, INC. (NASDAQ:SONS)

Sonus Networks, Inc. (Sonus) is a provider of networked solutions for communications service providers and enterprises to help them secure and unify their real-time communications infrastructures. The Company helps communications service providers and enterprises hold the session initiation protocol (SIP) and fourth generation (4G)/long term evolution (LTE)-based solutions, including voice over Internet protocol (VoIP), voice over wireless fidelity (VoWiFi), video and unified communications (UC) by securing and enabling Internet Protocol (IP) networks. Its products include session border controllers (SBCs), diameter signaling controllers (DSCs) and VoWiFi solutions. Sonus Products include Sonus GSX9000 Open Services Switch, Sonus T7000 Intelligent Switching System, Sonus Diameter Signaling Controllers, Sonus Signal Transfer Points, Sonus PSX Policy & Routing Server, Sonus WebRTC Services Solution, Sonus Network Management Solutions and Virtualized Mobile Core (VMC) Solution.

SONUS NETWORKS, INC. (NASDAQ:SONS) Recent Trading Information

SONUS NETWORKS, INC. (NASDAQ:SONS) closed its last trading session up +0.11 at 7.90 with 302,090 shares trading hands.

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