Esker and Persoft Agree to Merge / Combined Company

Gains Market Share, Profitability, Channel Strength Lyon, France and Madison, Wis. (ots-PRNewswire) - Esker S.A., a publicly held software company headquartered in Lyon, France with U.S. headquarters in Stillwater, OK, today announced that it has entered into a stock purchase agreement for 100% the outstanding shares of Persoft Inc., a Madison, Wisconsin-based host connectivity software pioneer. Persoft, with 130 employees, achieved $16.8 million in revenue and pre-tax income of $2.7 million in 1998. Combined trailing 1998 financials would have provided sales of approximately $38 million with Earnings Per Share of $1.08, compared to sales of approximately $21 million and Earnings Per Share of $.71 for Esker alone. Both companies compete in the PC-to-host and Web-to-host software market. "Persoft is a mature, well-respected player in the connectivity software market," states Russ Teubner, president of Esker. "It was a pioneer in the terminal emulation product category, launching its first product nearly 17 years ago. The brand equity and indirect sales channel it has created in the Americas is very similar to what Esker has created in Europe. Esker's strategy is to be a leader in the Web-to-host connectivity market within two years. The Persona product enhances Esker's Web-to-host offerings by providing an excellent remote access solution. Persoft's market share, software development capabilities, and well-established channel relationships will allow Esker to compete more aggressively in the Web-to-host market and from a position of greater strength. We are looking forward to leveraging the development skills and technologies in both companies to deliver a continuing stream of innovative connectivity software products." "Persoft and Esker have incredibly responsive, creative staffs that build innovative connectivity products for loyal customers," says Tom Wolfe, president of Persoft. "There is strong similarity between the cultures of both organizations, creating the foundation for success as a merged company. The strengths and weaknesses of both organizations balance each other very well. This will be good for Persoft's longstanding, loyal customers because Esker is committed to the SmarTerm and Persona brands and customer base. In addition, Esker provides our channel partners with new opportunities through their fax server product line. I'm pleased that our employees, customers and channel partners will be part of this new organization we've created that is financially strong and well equipped to be an aggressive, global competitor." "The explosion in e-commerce is changing the shape of the Web- to-host market," says Richard Villars, Vice President of Network Software research at International Data Corporation. "Companies need solutions that deliver corporate information in a customer friendly format regardless of the underlying system on which it resides. The combination of Persoft, with its strength in host access across multiple platforms, and Esker, with its expertise in web-to-host delivery solutions, will be a important player in this rapidly evolving marketplace." Under terms of the stock purchase agreement between Esker and Persoft's owners, Persoft shareholders will exchange 100% of their shares for a cash payment of $5 million and 658,667 new Esker shares. The Persoft balance sheet will at closing contain $2.5 million of net equity. The transaction will, for French accounting purposes, be treated as a French-style pooling of interests (contribution in kind). Of the 658,667 new shares, 208,667 will be held in escrow as a guarantee for certain future Persoft performance. The escrow agent will receive orders to sell those shares over a 24-month period. The integration of Esker and Persoft will be minimally disruptive, with an emphasis on protecting existing customers, channel and distribution partner relationships. There are no immediate plans to eliminate staff in either organization as a result of this merger. The Persoft SmarTerm and Persona products and brands will be maintained, as will Esker's Tun PLUS and Esker PLUS products. Esker's plans for product line integration and new product offerings will be driven by customer and channel demand. Completion of this transaction is subject to governmental filings and formal approval of Esker shareholders, which is expected in August of this year. About Persoft For more than 16 years, Persoft has developed products that provide efficient access to data and applications on local and remote host systems. The company's products include: -- SmarTerm(R) PC-to-host connectivity software for Windows in English, French, German, and Spanish that provides high- performance access to business-critical host data and applications. -- Persona web-to-host connectivity software products that provide solutions for efficient access to IBM mainframe, AS/400, Unix, Digital, and Data General host systems with Java thin- client and Windows 16-bit and 32-bit thin-client options. The company is headquartered in Madison, Wisconsin; its main European headquarters are located in the United Kingdom and Germany. Persoft's web site address is www.persoft.com. Persoft can be reached at 1-888-65-PERSONA (1-888-657-3776), 608-273- 6000, or via e-mail at: sales@persoft.com. About Esker Esker develops and delivers software products that integrate existing and emerging technologies, allowing enterprises to create better connections between people and information. The company's connectivity products include: -- Tun PLUS for terminal emulation, database access and networking services for traditional PC and multi-user Windows NT environments -- Esker PLUS, a two-tier Web-to-host solution for Intranet environments, and Corridor for Active Server, a three-tier HTML conversion solution for Internet/extranet environments -- Faxgate and Alcom LanFax for Document Distribution The company was founded in 1985 and is traded on the French Stock Exchange (Le Nouveau Marche: 3581). Esker's operations span North America, South America, Europe and Asia/Pacific with 190 employees and an installed base of over half a million licensed users worldwide. Corporate Contacts: Jerry Rackley Terri Hayes Esker Persoft (USA) (405) 624-8000 X246 (USA) (608) 273-6000 jrackley@esker.com terri.hayes@persoft.com Media Contact: Stephanie Crase EBS Public Relations, Inc. (USA) (847) 714-8600, ext. 230 stephanie@ebspr.com The statements contained in this release regarding the expected completion of the merger, the synergistic integration of the combined companies, and the leadership position and market strength of the combined companies constitute "forward-looking" statements. Such statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include, but are not limited to, such factors as the possible objection of regulatory authorities, adverse economic and business conditions in the software industry, reduced demand for the products of the combined companies, the inability of the companies to consummate the merger for whatever reason, difficulties in managing the integration for the two companies, supplier and/or customer disruption caused by the merger, and other risks and uncertainties described in reports and other documents filed by Esker from time to time with regulatory authorities. Any of the companies' assumptions could prove inaccurate, and therefore, there can be no representation that the forward-looking information will prove to be accurate. All trademarks, service marks, product and company names are the property of their respective owners. ots Original Text Service: Esker S.A. Internet: http://www.newsaktuell.de Contact: Jerry Rackley of Esker S.A., (USA) 405-624-8000 ext. 246, or email, jrackley@esker.com; or Terri Hayes of Persoft Inc., (USA) 608-273-6000, or email, terri.hayes@persoft.com; or Media, Stephanie Crase of EBS Public Relations, Inc., (USA) 847-714- 8600, ext. 230, or email, stephanie@ebspr.com, for Esker S.A. Web site: http://www.esker.com

http://www.persoft.com

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