Acquisition

Clarity Commerce Solutions PLC
29 March 2006

Clarity Commerce Solutions plc



Clarity Commerce Solutions to acquire MATRA Systems



Clarity Commerce Solutions plc ('Clarity'), the international supplier of
software and services to the entertainment, hospitality and leisure
marketplaces, has conditionally agreed to acquire MATRA Systems ('MATRA'), a
global software and solutions provider to the retail sector.



The acquisition is subject to the passing of certain resolutions of Clarity
shareholders at an EGM, in relation to which a circular is to be issued this
week. The intention of the parties is to complete the acquisition by the end of
April.



MATRA's FREEDOM products, which include point of sale ('POS') and related
software, has been deployed in a variety of market sectors including grocery,
department stores, theme parks and ticketing, in Europe, North America, Asia and
South Africa. In addition MATRA provides key technology components that
complement and enhance retailers' existing POS systems. In North America its
customers include The Walt Disney Company, Smart and Final, London Drugs, Longs
Drugs and Six Flags. Outside the US its customers include Coop Denmark, Anglia
Coop, Woolworths (South Africa), Somerfield, HMV, Waterstones, Focus DIY, and
The John Lewis Partnership.



The acquisition strengthens Clarity's international presence, and will help
build Clarity's critical mass as a solutions provider in the POS market. MATRA
also brings with it a quality customer base and range of prospects to which
Clarity expects to be able to resell its back office and central head office
software solutions. In addition, both companies are building their software on
the Microsoft .Net platform, enabling rapid integration of the two companies'
products and a faster delivery of sales opportunities.



MATRA reported adjusted profits after tax of £0.4million on turnover of £4.95
million in the year to 31 December 2005. As at the 31 December 2005, MATRA's net
assets were £0.8 million.



The structure of the acquisition is as follows:



 1. Initial consideration of £2.5 million, and in addition, up to £500,000 to be
    satisfied by the issue to current shareholders of MATRA ordinary shares in
    Clarity, the number of which is determined by the average middle market
    price in the capital of Clarity on the seven business days prior to
    completion.
 2. Subsequent consideration to be calculated by reference to the profits after
    tax generated by MATRA within the enlarged group over each of the three
    years following completion.
 3. Additional consideration paid on achievement by MATRA of certain 'milestone
    events' related to integrating the two businesses and their products.



The total amount of consideration payable for the acquisition, under points 1-3
above, is determined by a formula which determines that, although the total
amount payable is not fixed, the maximum amount payable will never exceed
£11million.



Graham York, Clarity Chief Executive, states that



'The acquisition of MATRA is in line with Clarity's organic and acquisitive
growth strategy. The complementary software products offered by both companies
will allow for considerable cross-selling opportunities.



Working together over the last year, both companies have realised that there are
considerable synergies to be obtained through a single product offering that
merges the respective strengths of our solutions, and it made sense to formalise
this though a merger of our business interests.



We believe that this acquisition adds significant value through the addition of
MATRA's customers, software and people to the Clarity group.'



Tony Houldsworth, Group Director of MATRA Systems, said:



'Clarity provides us with an excellent vehicle for future growth through its
status as a publicly listed company. We will not only benefit from the increase
in scale, but will have greater substance behind us in respect of securing new
business. Clarity and MATRA will benefit from combining forces in order to
address the US market. We share customers in the theme park sector, and together
we represent a greater force.



We also see considerable opportunities to grow our core retail business
throughout the world.  The addition of Clarity's Central head office product
gives MATRA far greater depth of solution.



We are very pleased to be joining the Clarity Group, and see considerable
increased opportunities by working together.'



                                                                   29 March 2006

Enquiries:


Clarity Commerce Solutions
Graham York, Chief Executive Officer                         Tel: [phone]
College Hill
Adrian Duffield / Ben Way                                    Tel: [phone]






                      This information is provided by RNS
            The company news service from the London Stock Exchange