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To: dog76 who wrote (1779)	9/3/1999 8:57:00 AM
From: Just4Fun	Read Replies (1) \| Respond to of 1836

PASW news (IATR has a minor stake in PASW) Pacific Softworks Inc. to Acquire ApplianceWare Inc., a Leading Software Tools Developer NEWBURY PARK, Calif.--(BUSINESS WIRE)--Sept. 3, 1999--Pacific Softworks (Nasdaq:PASW) Friday announced that it has entered into a Letter of Intent to acquire a 100% interest in privately held ApplianceWare Inc. of San Francisco. ApplianceWare has software tools and technology and key business relationships in the Far East consumer electronics industry. "Upon completion, this acquisition will significantly enhance our ability to provide customers with a complete solution for information appliances," said Glenn Russell, chairman and CEO of Pacific Softworks. According to the Letter of Intent, 1,846,154 shares of Pacific Softworks common stock will be exchanged for all outstanding shares of ApplianceWare. The transaction is to be valued based upon Pacific Softworks' Aug. 24, 1999, closing price of $6.50, for total consideration of approximately $12 million. As part the agreement, ApplianceWare will generate a minimum of $2 million in Earnings Before Interest and Tax ("EBIT") in the first 12 months following the closing of the acquisition. Kaz Hashimoto, chairman and CEO of ApplianceWare, said: "The combined vision and strategy of Pacific Softworks and ApplianceWare will further catalyze the market's ability to design, build and deploy commerce-oriented Information Appliances. In addition, the combination of resources broadens Pacific Softworks' operating base in technologies, geographic markets, key partnerships and organizations, further expanding Pacific Softworks' position and reach into this major market opportunity." "As part of the agreement, Mr. Hashimoto will join Pacific Softworks' board of directors as its fifth member," continued Russell. "Mr. Hashimoto was formerly chairman and CEO of Cygnus Solutions, a leading embedded software technology company located in Sunnyvale, California. He brings to the company over 20 years of experience in the embedded systems and information appliance industry, and we believe he will be a major asset to Pacific Softworks' board of directors." Hashimoto also commented: "Not only are we stepping up the value proposition for our customers that are deploying solutions, we're taking the Information Appliances concept forward to where our customers can focus on how to create new commercial value via this medium, rather than just fretting about how to get their gizmos on the Net. This is where we will assert our leadership." "The acquisition of ApplianceWare is a very important strategic step for Pacific Softworks to offer its customers and Information Appliance manufacturers a complete `turn-key' solution and underscores our commitment to providing a complete product solution for information appliances," said Russell. "ApplianceWare's Far East affiliate will give Pacific Softworks a meaningful sales presence in the Far East market for its new WebPilot Micro Web Browser and other Internet and Web-related products. As the Far East economy rebounds, with the acquisition of ApplianceWare and its affiliate's prominent position in the Far East market, I believe that Pacific Softworks will see a substantial increase in revenues and earnings from the Japanese and Asian market." Except for the historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those contemplated herein, including, but not limited to, timely development, acceptance and pricing of new products; the impact of competitive products and pricing; and other risk factors detailed in the company's periodic filings with the Securities and Exchange Commission. The company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.