TMPL
Level 8 Takes Lead in EAI Market By Agreeing to Acquire Template Software
CARY, N.C. & DULLES, Va., Oct 20, 1999 (BUSINESS WIRE) --
Combined organization will deliver next generation enterprise
application integration solutions for eCommerce and eBusiness
Level 8 Systems, Inc. (NASDAQ: LVEL), a premier provider of rapid business
integration solutions that enable eBusiness and eCommerce, today announced
an agreement to acquire Template Software, Inc. (NASDAQ: TMPL) for
approximately $49 million USD in cash and Level 8 common stock. Template
is a leading provider of business process automation and application
integration solutions with a substantial customer base in the government,
telecommunications, and financial services markets. The acquisition of
Template will make Level 8 one of the first to offer next generation
enterprise application integration (EAI) solutions. Level 8's fully
integrated and open next generation solutions will provide the robust
enterprise infrastructure required to enable companies to finally realize
the full promise of eCommerce and eBusiness. By combining Template's ERP
integration, component development, high performance data integration
engine, and business workflow and process management products with Level
8's middleware, EAI, and application development technologies, Level 8 can
deliver the most comprehensive, end-to-end enterprise solutions available.
"Competitive pressures are driving companies to move as quickly as
possible toward eBusiness models," said Ed Acly, International Data
Corporation's (IDC) director of middleware research. "These new business
models require not only integrating across a wide range of existing
applications but also effectively automating business processes.
Conducting business on the Internet mandates robust, scalable
infrastructure that is capable of supporting the massive transaction
volumes and dynamic response times demanded by the online business and
information consumer. The merger of Level 8 and Template is significant
because the combination of their respective technologies will enable Level
8 to be among the first to address such a broad spectrum of eBusiness
infrastructure requirements in order to better assist customers competing
in the eEconomy." "We believe the combination of Level 8's and Template's
technologies will allow us to bring a powerful next generation EAI
solution to market very quickly," stated Level 8 Chairman and CEO Arik
Kilman. "While both of our companies focused on business integration, we
approached different aspects of the problem. Template created an
outstanding set of technologies that are extremely complementary to Level
8's product suite. Putting our products and expertise together creates an
unparalleled 'big picture' solution. What will clearly differentiate our
offering is its flexible, adaptable enterprise infrastructure capable of
effectively handling the high transaction volumes and dynamic demands of
eBusiness and eCommerce. We are setting the bar for next generation EAI
solutions, and we intend to be a major long term player in the global
market." "We're excited about joining forces with Level 8 because we feel
that it is not only an excellent fit, but because it is a merger in which
the result will be far greater than the sum of its parts," said Joseph
Fox, chairman of Template Software. "Integrating Template's business-level
software products with Level 8's powerful Geneva family of products should
dramatically accelerate the availability of solutions that offer
unprecedented depth and breadth of functionality to our customers. We look
forward to seeing our technology become a cornerstone of Level 8's cutting
edge, next generation solution."
Terms of the Agreement
In the merger, each share of Template common stock will be exchanged for
$4.00 in cash plus $3.90 worth of Level 8 common stock. The actual number
of shares of Level 8 common stock to be exchanged for each Template share
will be based on the average trading price of Level 8 stock prior to
stockholder approval, but will not be less than 0.2838 Level 8 shares per
Template share (if Level 8's average trading price exceeds $13.74 ) or
more than 0.3672 Level 8 shares per Template share (if Level 8's average
trading price is less than $10.62). The merger is intended to qualify as a
tax-free reorganization, which means that Template stockholders would
generally be permitted to defer taxes on the Level 8 stock portion of the
purchase price. In connection with the merger, Level 8 has received a
commitment for additional financing. The financing will be guaranteed by
Liraz Systems, Ltd., Level 8's controlling stockholder, in return for a
number of shares of Level 8 common stock to be determined by the
independent directors of Level 8 based on market conditions and Level 8's
financing needs at the closing. The transaction is subject to certain
conditions to closing, including stockholder approval, regulatory
approval, and necessary consents and filings. Management stockholders of
Template, representing approximately 17.2 percent of the outstanding
Template shares, and Liraz and other Level 8 stockholders, representing
52.6 percent of the outstanding Level 8 shares, have agreed to vote their
shares in favor of the transaction. As a result of this transaction, Level
8 will nearly double in size to a company with over 500 employees
worldwide.
A Strategic and Beneficial Merger
"This is a particularly strategic acquisition for Level 8 for a number of
other reasons, as well," added Kilman. "In addition to the product
synergies, Template's highly skilled consulting force will nicely augment
our own. Also, through this acquisition, Level 8 will add many new high
profile customers, including industry leaders such Bell Atlantic, Siemens,
Alcatel, Enron, and United Health Care to our current blue-chip customer
list for a combined base of more than 700 customers worldwide." "Our
current and future customers will clearly benefit from this merger.
Companies around the world are facing increasing competitive pressure to
move quickly into eBusiness and eCommerce," continued Kilman. "Time to
market and adaptability are critical success factors in eBusiness and
eCommerce. By leveraging the collective strengths of our combined
companies, we can deliver all these benefits to our customers to help them
rapidly achieve competitive advantage." "Not only do our customers
benefit, however. Employees of the combined company worldwide will have
new opportunities to grow with a dynamic company and expand their skills
working with a very exciting, market-leading, next generation set of
technologies. To ensure that we not only take, but sustain, a significant
market leadership position, we intend to invest substantially in sales and
marketing to grow the top line as well as the bottom line," concluded
Kilman. "Our goal is to make our stockholders the ultimate beneficiaries
of this merger."
Next Generation EAI Solutions
The integrated solution approach Level 8 is taking is clearly in line with
industry analysts' view of next generation trends. According to analyst
Dave Kelly with the Hurwitz Group, "Second generation EAI solutions will
combine traditional first generation functionality such as messaging,
transformation, rules and adapters with component development for new
functionality, business process, and workflow capabilities to enable
business-level changes, a rich array of communications options for both
enterprise and web-based business-to-business deployment, and an
integrated management platform."
More About Level 8
Level 8 Systems is a premier provider of rapid business integration
solutions through a combination of software products and services that
enable eBusiness and eCommerce. Level 8's software product set includes
enterprise application integration (EAI) and eCommerce enablement
products, message-oriented middleware (MOM), and enterprise application
development tools. Level 8 has over 250 employees worldwide with corporate
headquarters in Cary, North Carolina, and offices in North America,
Europe, and Australia. Please visit the company's web site at
www.level8.com for more information on Level 8 and its products and
services.
More About Template Software
Template Software is a leading provider of software products and solutions
for business integration. Template's object-based integration architecture
and innovative software templates enable organizations to integrate
critical business processes across the enterprise, providing a unified
view of key business assets and reducing the costs and risks of
implementing business solutions. Template Software, headquartered in
Dulles, Virginia, has over 300 employees worldwide with offices in North
America, the UK, France, Austria, and Germany. Please visit the company's
web site at www.template.com for more information on Template's products
and services. Except for any historical information contained herein, this
news release contains forward looking statements on such matters as
anticipated financial performance, business prospects, the development and
capabilities of next generation EAI solutions, new products, research and
development activities and similar matters. The company notes that a
variety of factors could cause its actual results to differ materially
from the anticipated results or other expectations expressed in this
release. The company's performance, development and results of operations
may be affected by the risks presented by market acceptance of the
company's strategic direction; continued market acceptance of the
company's existing technology; the integration of Template's operations;
transfer and continuation of customer contracts including government
contracts; compliance with government contracts' requirements and
practices; fluctuations in quarterly operating results and volatility of
the price of the company's common stock; competition; customer
concentration; the potential failure to meet product delivery dates;
matters relating to international operations; intellectual property and
proprietary rights; an inability to attract and retain consultants,
development professionals, and trained qualified sales professionals and
the ability of those sales professionals to perform to quota; the
sufficiency of the company's liquidity and capital resources; and the
risks more fully described in Level 8's form S-3 filed with the Securities
and Exchange Commission (File Number 333-84681) Level 8, Level 8 Systems,
and Geneva are trademarks of Level 8 Systems, Inc. Template and Template
Software are trademarks of Template Software, Inc. All other company and
product names are for identification purposes only and are the property
of, and may be trademarks of, their respective owners.
Copyright (C) 1999 Business Wire. All rights reserved.
Distributed via COMTEX.
CONTACT: In North America
Liz Bazini/Susan Verrecchia
Verrecchia Group
514-733-5529
liz@vergroup.com/susan@vergroup.com
OR
Level 8
Eileen Ibenhard
Level 8
919-380-5354
eibenhard@level8.com
OR
In Europe:
Lucy Thomas
Brodeur A Plus
44-(0)-1753-790-700
lthomas@brodeuraplus.com
OR
Template Software
Mary Ann Stoops
Template Software, Inc
703-318-1232
maryann.stoops@template.com
WEB PAGE: businesswire.com
GEOGRAPHY: NORTH CAROLINA VIRGINIA
INDUSTRY CODE: COMPUTERS/ELECTRONICS
INTERNET
MERGERS/ACQ
|
