To: Mark T. Heath who wrote (322 ) 1/23/1998 9:55:00 AM From: tech Read Replies (1) | Respond to of 1316
============================================================ News Alert from PR Newswire via Quote.com Topic: (AMEX:KEA) Keane Inc, Quote.com News Item #5159662 Headline: Keane Signs Agreement to Acquire Omega Systems; Acquisition Will Expand Keane's Presence in Pittsburgh Marketplace ====================================================================== PITTSBURGH, Jan. 23 /PRNewswire/ -- Leading software services firm Keane, Inc. (AMEX:KEA) today announced it has signed a definitive agreement to acquire Pittsburgh-based Omega Systems, a privately-held, $6 million application development and software consulting company. The transaction will be accounted for as a pooling of interests. The proposed acquisition, which will enable Keane to expand its presence in Pittsburgh, is consistent with Keane's strategy to achieve critical mass in markets it serves. Combining operations will increase Keane's Pittsburgh consulting staff to 130 employees. It will also enable Keane to provide its full range of application development, integration and outsourcing solutions to an increased client base. "Acquiring Omega will be an important step in establishing our leadership in a market with a strong demand for the types of services Keane provides," said Brian Keane, Office of the President for Keane. "Omega's strengths in application development and support complement Keane's industry-leading application management, development and integration solutions. We also believe that there is a strong synergy between the two companies' core values, culture and project management business philosophy." It is anticipated that Omega's senior management will assume management positions within the combined Pittsburgh operation. "I am very pleased that Omega will become an integral part of Keane, a national firm with an outstanding reputation," said Bill Mariotti, president of Omega Systems. "Together, Omega and Keane can address the highly competitive information services environment by helping our joint clients evaluate and capitalize on new technologies and delivering on-time and within budget solutions." Upon consummation of the merger, Keane will issue or reserve for issuance approximately 190,000 shares of its Common Stock in exchange for all of the outstanding shares and vested options to acquire shares of Omega. The transaction is scheduled to close on or about January 30, 1998. The consummation of the merger is subject to approval by the stockholders of Omega and the satisfaction of certain other conditions. In connection with the merger agreement, certain Omega stockholders, who currently own approximately 88% of the outstanding shares of Omega, have agreed to vote their Omega shares in favor of the merger. Keane, Inc. is a $600 million application development, outsourcing and integration services firm headquartered in Boston, Massachusetts. Keane helps Fortune 1000 corporations, government agencies and healthcare institutions achieve their business objectives by developing, maintaining and applying information technology. Keane's services, delivered through a North American network of 40 branch offices, include application development, application management outsourcing, year 2000 compliance, and help desk outsourcing. Information about the company is available via the Internet's World Wide Web at keane.com . This press release contains forward-looking statements that involve a number of risks and uncertainties, including statements regarding the expected consummation of the acquisition of Omega and the future benefits Keane expects to derive as a result of such acquisition. There are a number of factors that could cause actual results to differ materially from those indicated. Such factors include, without limitation, the satisfaction of various customary closing conditions, Keane's success in integrating Omega into its own operations, and the various factors set forth under the caption "Certain Factors That May Affect Future Results" in Keane's annual report or Form 10-K for the year ended December 31, 1996, which important factors are incorporated herein by reference.