Telecommunication Systems, Inc. to Acquire Enterprise Mobility Solutions Division of Aether Systems, Inc.
19 Décembre 2003 - 5:43AM
PR Newswire (US)
Telecommunication Systems, Inc. to Acquire Enterprise Mobility
Solutions Division of Aether Systems, Inc. Acquisition Complements
TCS' Carrier and Government Wireless Data Solutions with Aether's
Enterprise Customers and Applications ANNAPOLIS, Md., Dec. 18
/PRNewswire-FirstCall/ -- TeleCommunication Systems, Inc. , a
global leader in location and messaging software, today announced
it has signed a definitive agreement to acquire the Enterprise
Mobility Solutions (EMS) division of Aether Systems, Inc. , subject
to customary conditions to closing. This acquisition positions TCS,
already a leader in wireless data technology for carriers and
government customers, as a leading provider of wireless data
solutions for enterprise customers as well. (Logo:
http://www.newscom.com/cgi-bin/prnh/20030618/TSYSLOGO ) TCS now
expects to generate total annual business revenue of $150-$170
million, of which over $80 million is recurring revenue from
Service Bureau and Enterprise subscriber operations, and more than
$40 million is from Network Solutions customers with whom TCS has
had relationships for as long as 14 years. The transaction is
expected to close on or about year-end, and management expects the
acquisition to make an accretive contribution to earnings in 2004.
The transaction is an all cash transaction valued at approximately
$19 million whereby domestic assets and European operations of the
Enterprise Mobility Solutions business are being acquired, and
certain operating liabilities will be assumed. In conjunction with
the acquisition, TCS has entered into a $21 million financing
transaction which includes $15 million of 3%. Subordinated
Convertible Debentures with a balloon 5-year maturity and
approximately 1.4 million newly issued shares of common stock. The
private placement arrangement is with two accredited institutional
investors. TCS expects to apply its leading wireless messaging and
location-based technology expertise and its wireless carrier
relationships to solidify and expand Aether's enterprise solutions.
Aether EMS brings to TCS the Aether Fusion platform, an impressive
base of customers, and leading applications for logistics,
financial services, and the mobile office. Key product offerings
acquired by TCS include: Aether Fusion(TM) -- This enabling
wireless data platform helps minimize the cost of developing and
supporting enterprise wireless applications. Fusion is network and
device independent and unites messaging, synchronization, and Web
technologies for applications on phones, PDAs and other common
handheld devices. Enterprise Applications -- The flagship logistics
product - 20/20 Delivery(TM) provides package and vehicle tracking,
driver and vehicle productivity tools, and the ability to capture
digital signatures for proof of delivery and increased billing
efficiency. Other applications provide field service and sales
force applications for both horizontal and vertical markets.
Financial Services Applications -- From its origins, the EMS
Division has been a leading provider in the U.S. and Europe of
applications to provide real-time financial market information,
alerts, foreign currency exchange data, and other specialized
services on a range of wireless and mobile devices. Mobile Office
Applications -- The Attache(TM) product enables e-mail access via
wireless handheld devices. Aether is also a leading reseller of the
BlackBerry wireless email solution with bundled service and support
from Aether. In all, the Aether EMS division brings to TCS
approximately 1,200 large enterprise customers, 60,000 wireless
data users and approximately 112 employees. For the nine months
ended September 30, 2003, the division reported revenues of
approximately $40 million. Gregg Smith, President of Aether EMS
since October 2002, will continue to lead the division in a similar
role for TCS. The division will continue to operate from its
current locations in Owings Mills, Md. and its European offices in
the UK, Spain, Sweden and the Netherlands. "It has always been TCS'
vision to bridge the carrier-enterprise divide through integrated
wireless data offerings. Together, we will be the only company to
offer wireless data and location-based solutions incorporating
platform technologies for carriers, enterprise, and government,"
commented Maurice B. Tose, Chairman, President and CEO for TCS.
"Wireless carriers that already rely on TCS for messaging and
location products may now work with us to generate revenue from
enterprise-focused solutions as we migrate enterprises to the
carriers' high-speed data networks. And we now expand the range of
wireless data solutions that we provide to our government
customers," he added. The acquisition accelerates carriers' ability
to deploy integrated mobile messaging and location products to
enterprise customers. TCS will combine Aether's
behind-the-enterprise-firewall Fusion platform with TCS'
inside-the- carrier-network Voyager(TM) platform for secure
enterprise, government and consumer applications. "The Aether
Enterprise Mobility Solutions division has grown to be a leader in
the wireless data market," said Dave Oros, Chairman and CEO of
Aether Systems. "Combining the division with the strengths of TCS
will enable EMS to enhance its leadership position. In addition, we
are very pleased to have found a Maryland-based home for the
division and the employees who have worked very hard to grow that
portion of our business." "I am very pleased that two Maryland
technology leaders have worked together to combine their
strengths," said Maryland Gov. Robert Ehrlich. "Our state is very
proud to be the home of many outstanding wireless technology
companies and we look forward to the growth and success of TCS
following this acquisition of Aether's Enterprise Mobility
Solutions division. The acquisition is a very good example of how
two home-grown Maryland companies can work together to the benefit
not only of our state's economy, but the wireless technology
industry as a whole." Investor conference call. The company will
hold a conference call to discuss the acquisition of the Enterprise
Mobility Solutions division of Aether Systems, Inc. at 2:00 PM EST
on Friday, December 19, 2003. Participating on the call will be the
company's Chairman, President, and CEO, Maurice B. Tose; Tom
Brandt, Senior Vice President and CFO for TCS; and Gregg Smith,
President of Aether Enterprise Mobility Solutions. A question and
answer session will follow the management presentation. Dial the
appropriate number below shortly before the 2:00 PM EST start time
to participate in the call. Ask for the TeleCommunication Systems
conference call hosted by Mr. Tose. The teleconference dial-in
numbers are as follows: Domestic callers 1-877-691-0878
International callers 1-973-582-2741 The conference call will be
broadcast simultaneously on the company's Web site,
http://www.telecomsys.com/. Investors are advised to go to the web
site at least 15 minutes early to register, download, and install
any necessary audio software. A replay of the call will be
available from Friday, December 19, 2003 until December 26, 2003.
The replay call-in number is 1-877-519-4471 for domestic callers
and 1-973-341-3080 for international listeners. The access number
is 4392338. ABOUT AETHER SYSTEMS Aether Systems helps enterprise
customers improve efficiency and profitability by providing the
services, software and support necessary to extend existing and
future applications from the desktop to any wireless device.
Through Aether Fusion(TM), Aether's wireless enabling technology
foundation, Aether develops, deploys and manages wireless solutions
built on industry standard technology and backed by Aether's
expertise in wireless hosting, software and services. Aether
provides the worlds of business and government with a single source
for reliable, scalable and cost effective wireless solutions. For
more information, please visit http://www.aethersystems.com/. ABOUT
TELECOMMUNICATION SYSTEMS, INC. TeleCommunication Systems, Inc.
(TCS) (NASDAQ:TSYS) is a leading provider of software and solutions
to wireless telecommunication carriers worldwide and to government
customers requiring high reliability and security. The company's
Network Software segment is a global leader in wireless location
platforms, text messaging, and alerts. The Service Bureau segment
provides enhanced 9-1-1 connections to public safety call centers
for the largest US wireless carriers, as well as hosted wireless
text messaging services. The Solutions segment enables rapid
deployment of fixed and transportable communications systems using
wireless, satellite, and terrestrial networks. TCS makes
connections that matter. Whether connecting people with voice, data
or video in a wireless world or connecting our customers and
shareholders with long-term value, TCS delivers competitive,
reliable and secure products, services and solutions to meet these
needs. For more information visit http://www.telecomsys.com/. This
announcement contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended.
These statements are based upon TCS' current expectations and
assumptions that are subject to a number of risks and uncertainties
that would cause actual results to differ materially from those
anticipated. The words, "believe," "expect," "intend,"
"anticipate," and variations of such words, and similar expressions
identify forward-looking statements, but their absence does not
mean that the statement is not forward-looking. Statements in this
announce that are forward-looking include, but are not limited to,
the statement that TCS expects to generate certain annual revenue;
that the transaction is expected to close on or about year-end;
that TCS expects to apply leading wireless technology expertise to
solidify and expand Aether's enterprise solutions; and Mr. Tose's
statements regarding the potential applications of the combined
companies' technologies for customer carriers. The actual results
realized by the Company could differ materially from the statements
made herein, depending in particular upon the risks and
uncertainties described in the Company's filings with the
Securities and Exchange Commission (SEC). These include without
limitation risks and uncertainties relating to the Company's
financial results and the ability of the Company to (i) reach and
sustain profitability as early as anticipated, (ii) continue to
rely on its customers and other third parties to provide additional
products and services that create a demand for its products and
services, (iii) conduct its business in foreign countries, (iv)
adapt and integrate new technologies into its products, (v) expand
its business offerings in the new wireless data industry, (vi)
develop software and provide services without any errors or
defects, (vii) protect its intellectual property rights, and (viii)
implement its sales and marketing strategy. Existing and
prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. The Company undertakes no obligation to update or revise
the information in this press release, whether as a result of new
information, future events or circumstances, or otherwise.
http://www.newscom.com/cgi-bin/prnh/20030618/TSYSLOGO
http://photoarchive.ap.org/ DATASOURCE: TeleCommunication Systems,
Inc. CONTACT: Investor Relations, Tom Brandt, Senior Vice President
& CFO of TeleCommunication Systems, Inc., +1-410-280-1001, ; or
Media Relations, Ethan Rasiel of Edelman, +1-212-704-4521, , for
TeleCommunication Systems, Inc. Web site:
http://www.aethersystems.com/ Web site: http://www.telecomsys.com/
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