INTRINSYC ANNOUNCES MERGER WITH ANNASOFT
Embedded Systems Conference, Chicago - March 31, 1998 Intrinsyc Software
is pleased to announce that it has entered into an agreement to merge with
Annasoft Systems. Annasoft is the worlds leading supplier of Microsoft.
operating systems to the embedded software market as well as being a
value-added services provider to the industry. The combined company will be
the only publicly traded company to offer a single source for Windows. CE.
design solutions to original equipment manufacturers (OEMs) guaranteeing
record time to market for new consumer and commercial electronics product
designs.
Under the Agreement, Annasoft Systems, its sister company Annabooks, and
Intrinsyc Software, Inc. will all become operating subsidiaries of a single
parent company. This merged entity, which the parties intend to register as
Intrinsyc, Inc. will be headquartered in San Diego, California - an ideal
location for market access. It will be incorporated under U.S. laws, and
will continue to be listed on the VSE while preparation for a U.S. listing
is undertaken.
Following completion of this transaction, the shareholders of Intrinsyc
Software, Inc. will hold approximately 54% of the outstanding shares of the
parent company, subject to adjustment at the closing. Initially there will
be 5 directors nominated for appointment: Derek Spratt, William Yu, and Ron
Erickson from Intrinsyc; Richard Eppel and John Choisser of Annasoft. It is
anticipated that 2 additional directorship appointments will be made from
industry in due course.
Mr. Richard C. Eppel, President of Annasoft Systems, will become the
President & CEO of Intrinsyc, Inc. Mr. Eppel has extensive experience in the
OEM marketplace. He has served in executive management positions in the
computer industry for the past thirty-five years with companies such as
Control Data Corp, National Semiconductor, and I-Bus. As President of I-Bus,
the worlds first embedded PC company, he was instrumental in growing
revenues over 25% per year compounded from approximately C$10 million to
C$48 million during his tenure. For the past sixteen months Mr. Eppel has
headed Annasoft Systems, transforming the business, which pioneered
licensing of Microsoft operating systems in the embedded world, into the
leading supplier of CE-based solutions.
Mr. Derek Spratt, Intrinsycs current CEO, will become Executive Vice
President of Business Development. He will continue to focus on building the
corporate vision, capabilities and growth of Intrinsyc through acquisitions,
joint ventures and strategic alliances. Mr. Spratt has a broad range of
public company and technical leadership talents and experience that are well
suited to the business opportunities at hand.
Annasoft is the leading licensing source of Microsoft operating systems to
the embedded software market, including MS-DOS., Windows 3.1., Windows for
Workgroups., Windows 95., Windows NT., and Windows CE. The company also
provides OEMs with design, development, and integration services, covering
concept design to product manufacturing. These services include hardware
design and packaging, driver development, application support, prototyping,
pilot manufacturing as well as education, training and support. In addition
to developing and marketing its own embedded Windows software products,
Annasoft distributes a variety of third party products. Annabooks, a sister
company, publishes a line of technical books and materials on embedded
software and hardware technologies, provides workshops and advanced PC
technologies, and produces the PC developers conferences and Expos in San
Jose, Paris, and Taipei.
Annasoft Systems and Annabooks, founded in 1989, have a large customer base
with reported annual (Feb 28/98) revenues of approximately C$10 million
(management stated) with strong growth projected in 1998. Together Annasoft
Systems and Annabooks directly employ 20 marketing, sales and technical
staff members in their San Diego offices, in addition to enjoying a close
working relationship with a group of 30 subcontract developers who are under
exclusive engagement for Windows CE systems integration work. Collectively
with Intrinsyc, this brings more than 85 people together to offer OEMs a
broad range of technologies and services for rapid embedded systems product
development.
Derek Spratt stated, Our companies both shared a common and strategic focus
on Windows CE and it was a classic case of complementary fit. Annasoft has
the best distribution, sales and systems integration reputation in the
industry while we have industry leading products and technologies. Moreover,
the companies have worked together for some time as partners in the embedded
software market with synergies and corporate cultures that have proven to
work exceptionally well together."
Richard Eppel added, When you combine Annasoft Systems wide range of
products and services for Microsoft-based embedded systems with Intrinsycs
development tools and application components, you have a company that
offers, by far, the broadest range of solutions and capabilities to OEMs.
Having all these resources of technology and development available from one
integrated source is of enormous benefit to companies developing new
embedded systems. We can help them reduce their time to market
significantly, thus increasing their chances of capturing profitable new
market segments before their competitors.
John T. Choisser, President and founder of Annabooks stated, This merger
will add to the relationship that currently exists between Annabooks,
Annabooks Conferences, Annabooks University, and Annasoft. The combined
entities will enhance our mission of reducing the development time of our
customers by helping them find the technical solutions they need.
This agreement requires the completion of financial audits and due
diligence, the signing of a definitive purchase agreement, as well as
regulatory and shareholder approvals.
Intrinsyc Software Inc. (VSE:ICS, NASDAQ:ISYRF) develops, markets, sells,
and supports software tools and components for the development of Microsoft
Windows-based embedded systems. These tools and components enable OEMs to
rapidly develop software applications for a wide range of consumer and
commercial electronics products that span multiple industries. For more
information, contact Intrinsyc at info@intrinsyc.com or World Wide Web Page:
intrinsyc.com.
On Behalf of the Board
Intrinsyc Software Inc.
Derek Spratt
President & CEO |
