News from the front:
International Network Services to Acquire VitalSigns Software
Acquisition Enhances Enterprise Network Services and Software Offerings by Establishing Leadership Position in Networked Applications Performance Management
October 12, 1998 07:30 AM
SUNNYVALE, Calif., Oct. 12 /PRNewswire/ -- International Network Services INSS (INS) and VitalSigns Software today jointly announced the signing of a definitive agreement whereby INS will acquire VitalSigns Software, a privately held company. INS is a global provider of solutions for complex enterprise networks. VitalSigns Software is a leading provider of solutions that enable corporate IT managers to improve the performance and availability of enterprise networks and their associated business applications.
Under the terms of the agreement, INS will acquire all of the outstanding stock and assume all of the outstanding employee stock options of VitalSigns in exchange for 4.2 million shares of INS common stock. The closing sale price for INS' common stock on Nasdaq on October 9, 1998 was $30.13 per share. The transaction, approved by the boards of directors of both INS and VitalSigns, will be accounted for as a pooling of interests. The transaction is expected to be non-dilutive to earnings per share, prior to one-time charges, and is expected to close by year end.
"The performance of enterprise networks is best viewed and understood from the perspective of the applications users," stated John Drew, president and chief executive officer of INS. "INS' mission is to design, implement and operate complex enterprise networks that result in optimized performance for end users. We have achieved this mission by offering a full range of network consulting services and by offering EnterprisePROSM, our state of the art network performance monitoring software. Combining VitalSigns' suite of networked applications performance management software with EnterprisePRO gives our clients unparalleled visibility into how their applications and their networks are performing. This combination of network consulting and software presents a new value proposition for building application-ready networks."
VitalSigns co-founders Montgomery Kersten and Jim Goetz will assume responsibility for leading INS' software business and will report to John Drew, CEO of INS. This strengthened division will combine INS' award-winning EnterprisePRO family of solutions and VitalSigns' award-winning VitalSuite family of products. Before founding VitalSigns, Mr. Kersten was the Vice President of Business Affairs at Bay Networks. Mr. Goetz was previously the Vice President of Network Management at Bay Networks.
"Our customers are now driving competitive advantage through their use of business-critical applications: Each of these, from e-mail, Exchange and the Web, to Oracle, SAP, and PeopleSoft, depend on enterprise networks which are comprised of a complex combination of elements including the desktop, network devices, servers and applications," stated Montgomery Kersten, VitalSigns president and CEO. "We found that while our products gave customers a new level of visibility into the performance of these applications, they wanted to leverage this information to optimize their network infrastructure. And they wanted consulting services to implement these solutions and use the resulting information to design better-performing, application-ready networks. By combining VitalSuite with INS' EnterprisePRO and professional services, we will be able to provide our customers with comprehensive performance management across all seven layers of the OSI network model -- an industry first."
"This acquisition makes strategic sense on many fronts," said Sue Aldrich, Senior Consultant at Patricia Seybold Group. "As applications become increasingly business-critical, companies want visibility into their entire information enterprise, not just individual components. With this acquisition, INS has positioned itself as the provider that, through its combination of software and consulting, can deliver this visibility. In the process, VitalSigns' customers get the experience and security of having their software investments backed by the leader in network design, implementation and management services."
"Managing enterprise applications is one of our most important challenges," stated Hank Fore, a Director of Information Technology at Times Mirror. "As a consequence, many organizations are looking for the type of application management products and services that INS can offer as a result of its acquisition of VitalSigns."
Drew added, "This acquisition dramatically improves the general management, sales effectiveness and development capabilities of our software business. The market and our clients will benefit greatly from the INS EnterprisePRO and VitalSigns VitalSuite combination."
About EnterprisePRO
INS' EnterprisePRO is a web-based network performance management solution which enables clients to track the performance of key network elements and analyze long-term network trends for capacity planning and budgeting purposes. EnterprisePRO allows network managers and senior executives to monitor network availability and other key performance metrics on a device-by-device, department-by-department, or overall corporate basis. Since its introduction in July, 1996, EnterprisePRO has been adopted by some of the largest telecommunications, financial, high technology, and healthcare organizations worldwide.
About VitalSuite
The VitalSuite product family -- comprised of VitalAgent, VitalAnalysis and VitalHelp -- enables IT professionals to monitor and validate network and application performance from the unique perspective of their end users. Based on VitalSigns' patent-pending passive flow analysis, the products passively monitor every user transaction, collect this data throughout the enterprise, and aggregate it at a single, central location. The resulting information provides IT organizations with the most valid and valuable measurement of network and application performance and availability. This information also enables implementation of meaningful service level agreements, in order to reduce cost of ownership and improve the return on investment in IT infrastructure.
Conference Call Today
INS will host a conference call to discuss this announcement at 8:30 a.m. EDT today, Monday, October 12, 1998. To participate in the conference call, please dial 1-415-908-6239. There will be a playback available from approximately 11:30 a.m. EDT for two business days by dialing 1-800-633-8284 (reservation #1651629). The conference will also be broadcast live (audio and visual) on the internet by pointing your browser to ins.com.
About VitalSigns Software, Inc.
VitalSigns Software provides solutions that enable corporate IT managers to improve the performance and availability of enterprise networks and mission-critical business applications. By monitoring and measuring network and application performance from the user's desktop -- where transactions begin and end -- VitalSigns solutions provide the most valuable index for measuring and validating end-to-end service levels. This data is collected throughout the enterprise and aggregated at a single, central location, providing the ultimate indicator of application performance and availability by implementing measurable, verifiable service-level agreements (SLAs) and enabling the early detection and correction of network and application problems. VitalSigns has 45 employees and is based in Santa Clara, California.
About INS
International Network Services (INS) is a global provider of solutions for complex enterprise networks. INS provides professional services for the full life cycle of a network, including planning, design, implementation, operations and optimization, and maintains expertise in the most complex network technologies and multi-vendor environments. Through its INSoft Division, INS also offers industry leading software solutions for managing and optimizing application-ready networks. As of June 30, 1998, INS had 1,353 employees and provided service from 36 locations. INS' headquarters are located at 1213 Innsbruck Drive, Sunnyvale, CA 94089. The INS Web site is located at ins.com. INS is a public company, trading under the Nasdaq symbol INSS.
EnterprisePRO is a Service Mark of International Network Services.
SOURCE International Network Services
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