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ARLINGTON, Va. -- Infowave Software (TSE: IW - message
board), a provider of wireless software for mobile operators,
corporations and individuals, announced today that it
has entered into an agreement under which it has acquired
control of, and will ultimately acquire all of the outstanding
shares of, Telispark Inc. ("Telispark"), a leading provider
of enterprise mobility applications (EMA) software solutions
based in Arlington, Virginia, USA. Pursuant to the terms
of the agreement, Deloitte Consulting L.P., the largest
shareholder of Telispark, will hold approximately 19%,
but no more than 19.9%, of the issued and outstanding
Infowave common shares upon completion of Infowave's
acquisition of the Telispark shares.
Telispark provides mobile applications that help large
organizations service and manage complex equipment and
inventory. Telispark has deployed field service, asset
management and inventory management applications for
large enterprises including Shell Oil, the U.S. Navy,
and Hydro One. Combined, Infowave's and Telispark's
complementary products will enable the delivery of the
industry's most complete, robust mobile solution suite
available to the marketplace today.
"This acquisition positions Infowave to take full
advantage of the increasing market demand for both enterprise
and carrier mobile solutions. By combining the application
strength of Telispark with Infowave's suite of wireless
middleware solutions, we further extend our value proposition
to enterprise customers," said Infowave Chief Executive
Officer Jerry Meerkatz. "Telispark's packaged mobile
applications and proven implementations will help strengthen
both Infowave's enterprise product offering and its
ability to penetrate key verticals like Energy, Utilities
and High Technology. We will proceed quickly with integrating
the Telispark technology and operations to mobilize
applications such as customer relationship management,
sales force automation, enterprise resource planning
and field services applications."
With the acquisition of Telispark, Infowave expands
its enterprise product offerings and is uniquely positioned
to take advantage of the increasing market demand for
end-to-end mobile and wireless solutions in both the
enterprise and telecommunications carrier markets. Enterprise
customers of Telispark's configurable, mobile enterprise
applications experience tangible return on investments
within 12 to 18 months and also enjoy distinct competitive
advantages.
"The demand for mobile software solutions is increasing,
presenting a $1.2 billion market opportunity for vendors
through 2004. Enterprises are looking to deploy proven
field service, mobile
asset and inventory management solutions that yield
hard and fast return," said Michael Blumberg of management
consulting firm D. F. Blumberg Associates. "With the
acquisition of Telispark, Infowave gains enterprise
reference customers like Shell Oil, the U.S. Navy and
Hydro One, placing the company in a good position to
continue to penetrate key industry verticals while continuing
to distribute its mobile email and infrastructure products
through network operators across the globe."
"Recognizing the leadership role that Infowave holds
in the marketplace, we believe that by combining our
technologies we will further extend Infowave's successful
position in the mobile enterprise segment," said Randy
Brouckman, Telispark's Chief Executive Officer. "Our
shared commitment to the mobile market and Infowave's
commitment to Telispark's products, partners and customers
were critical to this decision. Our common vision will
result in the most versatile mobile offerings in this
fast growing market segment of carrier-grade enterprise
mobile applications."
Under the terms of the acquisition agreement, Infowave
will pay a total of US$8.4 million for the purchase
of 100% of all of the issued and outstanding common
shares of Telispark, payable in approximately 46 million
Infowave common shares, issuable in two tranches. Infowave
has completed the initial purchase of approximately
76% of Telispark shares pursuant to a Stock Purchase
Agreement dated January 7, 2004. Infowave will acquire
the remaining Telispark common shares, subject to a
number of conditions precedent, including approval by
shareholders of Infowave. The number of Infowave common
shares issued in the second tranche may increase by
up to approximately 2.1 million Infowave common shares
in the event that the weighted average Infowave common
share price declines prior to closing of the second
tranche. Infowave has also assumed Telispark employee
stock options which will be exerciseable into approximately
1.9 million common shares of Infowave.
Infowave retained Agile Equity, LLC of New York and
Canaccord Capital Corporation of Vancouver as its financial
advisors in respect of the acquisition. Agile and Canaccord
have provided fairness opinions to the Infowave Board
of Directors on the acquisition.
Infowave also announces the appointment of three new
persons to its board of directors. Gerald Trooien, a
significant shareholder, has replaced his former nominee,
Bill Weiss. In addition, Christine Rogers, former Senior
Vice President of Operations at MDSI and Senior Vice
President of Global Services at Pivotal Corporation,
and Geoffrey S. Belsher, partner of Blake, Cassels &
Graydon LLP, have also joined the board. Stephen Wu
has stepped down from the board of directors.
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