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Technology Stocks : Cognicase (COGI, T.COG) - Integrated IT Solutions -- Ignore unavailable to you. Want to Upgrade?

To: Gilbert Drapeau who wrote (810)	1/7/2002 8:07:30 PM
From: Gilbert Drapeau	Respond to of 843

COGNICASE Increases Long-term Recurring Revenues in Energy and Financial Sectors to Acquire Applied Terravision Established in Calgary, Dallas and Houston MONTREAL, QUEBEC and CALGARY, ALBERTA--JANUARY 7, 2002 - 09:35 EST COGNICASE Inc. (NASDAQ: COGI), an innovative IT solutions provider specializing in the development and integration of transactional solutions announced today that it has entered into a pre-merger agreement for all the issued and outstanding shares of Applied Terravision (CDNX: TER). The consideration to be paid by COGNICASE is comprised of COGNICASE common shares and a cash option to Applied Terravision shareholders up to a maximum of $20 million. Applied Terravision specializes in serving the oil & gas and trust management verticals via the Business Process Outsourcing (BPO) and Application Service Provider (ASP) delivery models. Its solutions enable companies in these sectors to focus their resources on their core strengths. Under the transaction each common share of Applied Terravision will be exchanged for $0.43 in cash (up to the Maximum Cash Payment) plus 0.105 common share of COGNICASE. Each Applied Terravision shareholder shall have the option to elect that all of his or her consideration be paid in common shares of COGNICASE, in which case each common share of Applied Terravision will be exchanged for 0.147574 common shares of COGNICASE. The transaction is subject to the approval of Applied Terravision shareholders voting at a special meeting. Certain shareholders of Applied Terravision, who collectively own in the aggregate approximately 30% of the outstanding shares of Applied Terravision have agreed to vote their shares in favour of the transaction. A proxy circular calling a special meeting of shareholders of Applied Terravision for the purpose of seeking the approval of the transaction will be mailed in the next several weeks. If approved, the transaction is expected to close by the March 15, 2002. The transaction is also conditional upon the receipt of customary approvals from securities and other regulators, the approval of the Board of directors of COGNICASE, the receipt by Applied Terravision of a fairness opinion from an independent investment advisor and other usual conditions including satisfactory due diligence, the absence of material adverse change in the business and financial conditions of either Applied Terravision or COGNICASE and the entering into by certain key executives of Applied Terravision into non-competition agreements. Robert W. Tretiak, President and Chief Executive Officer of Applied Terravision Systems Inc. stated, "In addition to the financial benefits of this transaction for our shareholders, Applied Terravision is recommending acceptance of the COGNICASE offer because of the Company's proven track record at building product and service partnerships. I believe that our employees, customers and shareholders will all benefit as a result of this transaction since both companies share a very similar vision and have similar business models." The agreement provides for a $3.0 million break fee to COGNICASE in the event that the board of directors of Applied Terravision withdraws or changes its endorsement of the transaction. COGNICASE's Chairman of the Board, President and CEO Ronald Brisebois noted, "This transaction will complement COGNICASE's business process outsourcing and ASP practice. It will create significant revenue synergies resulting from horizontal capability in the Business Process Outsourcing services division as well as open the doors to the southwestern U.S. market. It is in line with the company's current acquisition strategy of expanding its product offering to the existing customer base and reinforcing its long-term and recurring business model." With the rapid pace of technology development, the depth of new third party applications and the use of technology as a strategic differentiator, institutions are increasing their outsourcing to technology providers. This transaction would add critical mass to COGNICASE's extensive outsourcing and technology expertise. The transaction would also allow COGNICASE to leverage Applied Terravision's technology into its own sales channels and would position COGNICASE to be a significant player in the oil and gas vertical as well as reinforce its presence in the south-western United States market. About COGNICASE COGNICASE (TSE: "COG", Nasdaq: "COGI") is an IT products and services provider specializing in advanced transaction processing and Internet-based applications. Relying on its results-driven approach, its software and technology and its Application Services Technology Centre, COGNICASE offers secure and scalable solutions that contribute to its customers' economic success in the age of the new economy. The Company is active in Canada, the United States, and Europe. About Applied Terravision Applied Terravision Systems provides proprietary enterprise e-Solutions, focusing on the Application Service Provider (ASP) and Business Function Outsourcing (BFO) delivery models. ATS' e-Solutions give customers the ability to manage financial, operational, ownership and asset management functions in the petroleum and trust management sectors. The ATS customer base includes over 600 companies worldwide. ATS e-solutions are used by an array of industries, including oil and gas corporations, trust management companies, financial institutions, universities and government agencies.

To: Gilbert Drapeau who wrote (810)	1/7/2002 8:10:12 PM
From: Gilbert Drapeau	Read Replies (3) \| Respond to of 843

COGNICASE to Acquire AVI Software Inc. and Reinforce SME Product Offering - To Integrate Accounting Software to Its Payroll and Time & Attendance Solutions MONTREAL, QUEBEC, CANADA--JANUARY 7, 2002 - 17:15 EST COGNICASE Inc. (NASDAQ: COGI) a provider of advanced transaction processing solutions and Internet-based applications and AVI Software Inc. (CDNX: AVF) announced today that they have entered into a letter agreement regarding the acquisition by COGNICASE of all the issued and outstanding shares of AVI Software. The consideration is comprised of COGNICASE shares and a cash portion to AVI Software shareholders. Quebec City-based AVI Software develops and distributes for single or multiple users multi-company accounting software designed principally for small and medium size businesses, with a particular focus on the construction industry. AVI has a strong distribution network of some 500 resellers throughout Quebec as well as close to fifty trainers for in-company software implementation. Under the transaction, $1.35 per common share of AVI on a fully diluted basis will be offered to all shareholders. Half of the consideration will be paid in cash in the amount of $2,857,125 and the other half in COGNICASE common shares on the basis of an exchange ratio of 0.1336633. Each AVI shareholder will also have the option to elect that all of his or her consideration be paid in COGNICASE common shares. Should the weighted average trading price of COGNICASE common shares on the Toronto Stock Exchange for the five trading days ending two calendar days prior to the closing date fall below $10.00, all AVI shares shall be purchased by COGNICASE in cash at a price per AVI share of $1.35. The transaction is subject to the approval of AVI Software shareholders. Certain shareholders of AVI Software, who collectively own in the aggregate approximately 65% of the outstanding shares of AVI Software, have agreed to vote their shares in favour of the transaction. If approved, the transaction is expected to close by the end of February 2002. The transaction is also conditional upon the receipt of customary approvals from securities and other regulators, the approval of the board of directors of COGNICASE and other usual conditions including satisfactory due diligence, the absence of material adverse change in the business and financial conditions of COGNICASE and the entering into by certain key executives of AVI Software into non-competition agreements. The agreement provides for a $250,000 break fee in the event that the board of directors of AVI Software withdraws or changes its endorsement of the transaction. Jacques Castonguay, President of AVI Software Inc. stated, "We had identified the need for aligning ourselves with a large company in order to better consolidate our market development and offer a wider range of integrated products to our accounting clients. We are satisfied that joining the COGNICASE team will achieve this objective." The transaction represents a true synergy of effort, in that the product offering of the two companies is highly complementary. COGNICASE Chairman of the Board, President and CEO Ronald Brisebois noted, "This transaction is important because it provides us with increased cross-selling opportunities for our employee relationship management products. Small and medium size businesses will now be able to benefit from our payroll, time and attendance, customer relationship management and soon accounting solutions. Our 20,000 payroll clients had long been asking us for an integrated accounting solution and we will now be in a position to meet this need." About COGNICASE COGNICASE (TSE: "COG", Nasdaq: "COGI") is an IT products and services provider specializing in advanced transaction processing and Internet-based applications. Relying on its results-driven approach, its software and technology and its Application Services Technology Centre, COGNICASE offers secure and scalable solutions that contribute to its customers' economic success in the age of the new economy. The Company is active in Canada, the United States, and Europe. About AVI Software AVANTAGE SOFTWARE (AVI Software Inc.) develops and distributes for single or multiple users multi-company financial management software designed principally for small and medium business. Our products allow real time integration with e-commerce. AVANTAGE PROGRESSION, AVANTAGE EXPANSION, AVANTAGE IMPLICATION, AVANTAGE INTEGRATION and AVANTAGE COMPILATION are the main software applications developed and distributed by our company. The quality of its products and technical support has meant that, to date, AVANTAGE has distributed over 20,000 licences. AVI Software is an accounting software developer offering companies a comprehensive, cogent view of financial data and friendly, helpful advice tailored to their specific needs.