Acquisition

Intec Telecom Systems PLC 17 January 2001 Intec Telecom Systems PLC ('Intec' or 'the Group') INTEC TO ACQUIRE US INTER-CARRIER BILLING SOFTWARE COMPANY 17 January 2001, London/Dallas - Intec Telecom Systems PLC (LSE: ITL.L), a world leader in telecoms Operational Support Systems ('OSS'), today announces that it has conditionally agreed to acquire the entire issued share capital of CHA Systems, Inc. ('CHA'), a private US company specialising in inter-carrier billing software for US telecom operators. The acquisition complements Intec's existing capabilities as a market leader in intercarrier billing outside of the US, and as an innovator in mediation of communications traffic in switched, un-switched (IP) and next-generation networks. As a consequence of this acquisition, and the acquisition in December 2000 of Computer Generation Inc. ('CompGen'), Intec will now be able to provide both mediation and inter-carrier solutions for the US market as individual products or as an integrated suite. The initial consideration for the acquisition is approximately US$16.59 million (approximately £11.27 million), comprising of US$9.60 million (£6.53 million) in cash and US$6.99 million (£4.75 million) in stock to be satisfied by the issue of 1,336,173 new Ordinary Shares in the capital of Intec ('New Ordinary Shares'). In addition, deferred consideration with a value up to US$14.4 million (approximately £9.8 million) may be payable, calculated by reference to CHA's gross revenue and EBIT targets for the calendar year ending 31 December 2001. Any deferred consideration payable will be in the ratio of 55 per cent. cash to 45 per cent. shares. The cash element of the consideration is to be funded out of the Group's existing cash reserves, currently in excess of £30 million. Applications for admission of the New Ordinary Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's markets for listed securities will be made in due course. The New Ordinary Shares will rank pari passu to the existing Ordinary Shares. The acquisition is subject to a number of conditions including, inter alia, the receipt of H M Treasury consent, all of which are expected to be satisfied in the near future. CHA Systems CHA, which was formed in 1993, develops and distributes a suite of OSS products for telecom operators. CHA's principal product is a Carrier Access Billing software ('CABS') solution, addressing the local loop or 'last mile' inter-carrier billing market in the USA. CHA has its corporate headquarters in Dallas, Texas, with a second office in Jackson, Mississippi. CHA's CABS system allows customers to bill US long distance and international carriers for completing calls on their infrastructure and for the use of facilities. CHA's CABS product is specifically designed and developed to accommodate the rules of the US CABS market. Outside the US, interconnect solutions such as the Group's InterconnecT product are primarily used for billing traffic between competing domestic fixed line, mobile and international carriers and operate to a different set of rules and regulations. CHA's CABS product is a proven, high-technology solution with a US customer base of over 40 telecoms operators including Allegiance Telecom and Pioneer Telephone Cooperative Inc. Additionally, CHA provides ASP (Application Service Provision) services that include end-user billing and inter-carrier billing. As an 'S Corporation', under US regulations CHA is not required to audit its annual results. For the year ended 31 December 2000, CHA's preliminary results reflect an operating profit, before exceptional items, of US$1.69 million (approximately £1.15 million) on turnover of US$5.88 million (approximately £ 4.0 million). As at 31 December 2000, CHA's net assets amounted to US$517,000 (approximately £351,000). Benefits to the Group The Directors of Intec believe that the acquisition of CHA represents an excellent opportunity to advance the Group's strategy of geographical expansion and the development of complementary products. The CABS market in the US is developing rapidly and the Directors believe that the acquisition represents a major opportunity to expand further its offerings in the US. The Directors believe that, among other things, the Group will benefit from: * exposure to the very large US market, where the growing competition and a new focus on operational efficiency will lead to increasing demand for CABS software solutions; * significant cross-selling opportunities for the Group's billing and mediation product portfolio following the acquisition of CompGen; * expansion of the Group's infrastructure and a market presence in the US, with the branding of a recognised billing provider and an existing customer base; * combination of existing CHA sales resources with the sales and marketing team being created in CompGen; and * an established US ASP capability for the Group's products. Commenting on the acquisition, Kevin Adams, Chief Executive of Intec, said: ' Acquiring CHA rounds out our inter-carrier billing product line with a capability to address a wide range of carriers in the US market. Combined with our newly-acquired mediation technology, we can now offer an attractive OSS solution, from network data collection through to inter-carrier billing, for both switched and unswitched networks, in all major world markets.' Acquisition background Due to the regulatory framework in place in the USA, the Group's InterconnecT product suite is not suitable for the US interconnect billing market. Computer Generation Inc., which was acquired by the Group in December 2000, analysed the US inter-carrier billing market and evaluated various CABS solution providers. During this process, CompGen uncovered opportunities for selling a CABS product to existing customers and new prospects. As a result of the evaluation and these business opportunities, CHA was selected as a partner, and a marketing agreement was signed last year between the Group and CHA, as a result of which CHA and the Group have developed a strong bi-directional pipeline of prospects for each other's products. Enquiries: Kevin Adams, CEO Intec Telecom Systems PLC +44 (0) 1483 745800 kevin.adams@intec-telecom-systems.com Andrew Rodaway Intec Telecom Systems PLC +44 (0) 7768 808082 andrew.rodaway@intec-telecom-systems.com Jagjit Mundi Investec Henderson Crosthwaite +44 (0) 20 7597 5970 Jmundi@investec.co.uk Cubitt Consulting Fergus Wylie/Serra Konuralp +44 (0) 20 7367 5100 Serra.konuralp@cubitt.com Intec Telecom Systems PLC Intec Telecom Systems PLC is a leading provider of Operational Support Systems ('OSS') for telecoms companies, with over 150 customers for its products worldwide. It is the leader, by market share, of packaged interconnect billing and settlement software, with more installations and more telecom operators, including many PTTs, using its solution than any competitor. Intec is also now a leader in 'convergent mediation' with the December 2000 acquisition of Computer Generation, Inc. Intec's core billing product, InterconnecTTM, is a software platform which allows billing and settlement between telecommunication operators to occur reliably, accurately and speedily. Intec's convergent mediation product, Inter-MediatE, allows network event data for both conventional and unswitched (IP) communications to be collected and processed for use in billing and other OSS systems. Intec's billing customer base includes, amongst others, MCI Worldcom, COLT Telecommunications, France Telecom, Swisscom, Thus and Telkom South Africa. Intec's mediation customer base includes, amongst others, Bell South, Telstra, Cable and Wireless, ITXC, Verizon, US Wireless, and Telia. Other product offerings include InterconnecT ITU for settlement based on ITU rules and the InterconnecT ASP service. Founded in 1997, Intec, a FTSE 250 and techMARK100 company, was listed on the London Stock Exchange (code: ITL) in June 2000.
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