March Networks announces offer to acquire Cieffe S.p.A.

    March Networks announces offer to acquire Cieffe S.p.A.

     Company Will Expand European Footprint with Acquisition of Award-Winning
     IP Video Surveillance Solutions Developer

     OTTAWA, Jan. 30 /CNW Telbec/ - March Networks(TM) (TSX:MN; AIM:MNW), a
leading provider of intelligent IP video and business analysis applications,
announced today that it has entered into a definitive agreement to acquire
Cieffe S.p.A. and its related company Insignis Technologies S.r.l.
     Cieffe, based in Milan, Italy, develops high performance IP video
surveillance solutions used by enterprise-class organizations across Europe,
the Middle East and Asia Pacific. With a reputation for innovative design and
advanced functionality, Cieffe's products are used by leading European
financial institutions and a number of high profile airport, government and
commercial industrial clients for mission-critical security applications.
Cieffe's calendar 2007 revenue is estimated at (euro)10 million
(CAD 14.7 million). Cieffe's pre-tax profit for the 10 months ended
October 31, 2007 was approximately (euro)400,000 (CAD 600,000) and its net
asset position at October 31, 2007 was approximately (euro)1.5 million
(CAD 2.0 million).
     Cieffe's award-winning portfolio of interoperable encoders, IP and
megapixel cameras, video analytics and advanced video management software has
received numerous industry accolades, including two consecutive best-of-show
awards at IFSEC, one of Europe's most prestigious security industry events.
The company is currently displaying its latest innovations, including the
world's first Megapixel Speed Dome camera, at IIPSEC 2008 being held at
Stoneleigh Park, Coventry, UK, through to January 31.
     The agreement calls for the payment by March Networks of
(euro)14.0 million in cash and (euro)6.0 million in common shares for a total
purchase price of (euro)20.0 million plus an earn-out component of up to
(euro)10.0 million in cash. The agreement is subject to customary closing
conditions and is expected to close by the end of March 2008. Cieffe's founder
and CEO, Fabrizio Colciago, will continue as Managing Director and lead the
ongoing evolution and growth of the Cieffe product line within the Europe,
Middle East and Africa (EMEA) region.
     "This is a strategic acquisition for March Networks that significantly
strengthens our presence in the EMEA region as well as in the high-growth
commercial industrial segment," said Peter Strom, President and CEO, March
Networks. "Cieffe's innovative product portfolio complements March Networks'
existing solutions and enhances our position as a global supplier of
comprehensive, open IP video management solutions."

     About March Networks

     March Networks(TM) (TSX:MN; AIM:MNW) is a leading provider of intelligent
IP video and business analysis applications that enable organizations to
reduce losses, mitigate risks and improve security and operational efficiency.
The Company's advanced software suite includes enterprise-class video
management, powerful analytics and comprehensive managed and professional
services. Our software and systems are used by leading financial institutions,
retailers, transportation authorities and other organizations in more than
50 countries. For more information, please visit www.marchnetworks.com.

     Forward-Looking Statements

     This release contains certain forward-looking information or statements,
including expectations of future business. These statements are not historical
facts but reflect the Company's current expectations and assumptions regarding
future results or events. The assumptions and expectations are subject to a
variety of risks and uncertainties that are difficult to predict, that may be
beyond March Networks' control, and that may cause actual results or events to
differ materially from those expressed in the forward-looking statements. The
expectations, assumptions and risks made in the preparation of or relating to
the forward-looking information and statements include, but are not limited
to, certain assumptions of future business following the consummation of the
acquisition, March Networks' ability to achieve the expected synergies as a
result of the acquisition, the strengthening of March Networks' position in
the EMEA and commercial industrial markets as a result of the acquisition and
the expected timing of the closing of the acquisition by the end of March,
2008. Actual results could differ materially from those expressed in any
forward-looking statements due to risk factors such as (1) the integration of
the Cieffe business and employees into March Networks and the achievement of
expected synergies, (2) the ability of March Networks' to retain key employees
of the acquired business, (3) the ability of March Networks' to compete
successfully in a highly competitive and rapidly changing IP video
surveillance market, and (4) the accuracy of the Company's forecasting of
acquisition-related restructuring costs, allocation of the purchase price to
intellectual property, goodwill and other acquisition related inventory, and
other asset adjustments. These and other risks and factors are identified in
March Networks' public filings with regulatory authorities in Canada. March
Networks assumes no obligation to update these forward-looking statements as a
result of new information or future events.

     (x)MARCH NETWORKS and the MARCH NETWORKS logo are trademarks of March
     Networks Corporation. All other trademarks are the property of their
     respective owners.

For further information: Ken Taylor, Chief Financial Officer, March Networks
Corporation, + 1 613-591-8181, ktaylor(at)marchnetworks.com; Peter Wilenius,
Vice President, Corporate Development, March Networks Corporation, +1 613
591-8181, pwilenius(at)marchnetworks.com
(MN.)

 

                                                                                                                       



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