Sonus (SONS) Completes Performance Tech (PTIX) Merger

On February 19, 2014, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 12, 2013, by and among Sonus Networks, Inc. (Nasdaq: SONS), Purple Acquisition Subsidiary, Inc. (“Merger Sub”) and Performance Technologies, Incorporated (Nasdaq: PTIX), Merger Sub merged with and into PT with PT surviving and becoming a wholly-owned subsidiary of Sonus (the “Merger”). PT’s stockholders adopted the Merger Agreement at a special meeting of stockholders held on February 18, 2014. Terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement. Item 2.01 Completion of Acquisition or Disposition of Assets. At 12:01 a.m. on February 19, 2014 (the “Effective Time”), each share of PT’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time was cancelled and converted automatically into the right to receive $3.75 in cash (the “Merger Consideration”), except with respect to shares of PT common stock held by any holder who properly exercised appraisal rights of such shares in accordance with Section 262 of the Delaware General Corporate Law (“DGCL”). All shares of PT common stock owned by Sonus, Merger Sub or PT were automatically cancelled, and no payment was made with respect thereto. Holders of vested PT stock options with an exercise price less than $3.75 were permitted to conditionally exercise such vested stock options, which exercise was effective at the Effective Time. PT option holders that elected to participate in the conditional option exercise are entitled to receive a cash payment equal to $3.75 for each share underlying their PT stock options, less the amount of the applicable exercise price and any required tax withholdings. In addition, at the Effective Time of the Merger, Sonus assumed all of the then outstanding stock options under the Company’s 2001 Stock Option Plan, 2003 Omnibus Incentive Plan and 2012 Omnibus Incentive Plan (the “Assumed Options”), but will substitute shares of Sonus’s common stock for shares of PT’s common stock issuable upon exercise of the Assumed Options based on the Equity Award Exchange Ratio articulated in the Merger Agreement. Sonus will also assume PT’s 2003 Omnibus Incentive Plan and 2012 Omnibus Incentive Plan, but will substitute shares of Sonus’s common stock for shares of PT’s common stock issuable under such plans. As a result of the Merger, former PT stockholders will receive Merger Consideration in the aggregate amount of approximately $44 million. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2 to PT’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2013 and is incorporated into this Item 2.01 by reference. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 19, 2014, PT requested that NASDAQ suspend PT’s common stock from trading on the NASDAQ Global Market due to the Closing of the Merger. In connection with PT’s request, PT expects that NASDAQ will file a Form 25 with the SEC to notify the SEC of PT’s removal from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. PT expects that Sonus will file a Form 15 with the SEC after effectiveness of the Form 25 to suspend PT’s reporting requirements under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

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