Captiva to Acquire Leading French Input Management Technology and Solution Provider SWT; Long-Time Partner to Expand Captiva's G
10 5월 2005 - 7:33PM
Business Wire
Captiva Software Corporation (Nasdaq:CPTV), a leading provider of
input management solutions, today announced it has signed a
definitive agreement to acquire SWT SA, a leading provider of
automatic data extraction and intelligent document capture
solutions and technology in France. The purchase, subject to
customary closing conditions, is expected to be completed during
the week of May 23, 2005. According to the agreement and subject to
certain adjustments, Captiva will pay approximately $18.1 million
in cash plus approximately 179,000 shares in Captiva common stock
that will be issued to SWT management to purchase all outstanding
shares of the privately held SWT. Net of SWT's cash, the purchase
price is expected to be approximately two times SWT's reported 2004
European GAAP revenues of EUR 6.95 million, or approximately $9.0
million, which were 25% greater than its comparable 2003 revenues.
SWT has reported that its operations in France have been profitable
since 2000, but that the company has incurred consolidated losses
as a result of expanding into international markets. While Captiva
anticipates significant revenue synergies to occur, it expects SWT
to be profitable and the acquisition to be accretive to Captiva's
earnings on a pro forma basis, excluding one-time charges and the
amortization of purchased intangible assets, no later than the
fourth quarter of 2005 through cost savings alone. Updated revenue
and earnings guidance reflecting the acquisition will be provided
in Captiva's second quarter earnings conference call, which is
currently scheduled for July 26 at 1:30 PM PST. SWT has been a
technology partner of Captiva's since 2002, supplying its
Dispatcher(TM) product capabilities as an optional addition to
Captiva's InputAccel(R) and, through a 2004 OEM agreement,
classification and data extraction capabilities for Captiva's
Digital Mailroom(TM). The acquisition is consistent with Captiva's
stated strategy of augmenting its organic growth by acquiring
companies that expand Captiva's geographic coverage, provide
additional vertical market expertise and add synergistic
technologies. This acquisition achieves all three objectives, as
SWT has a strong market presence in the French and Spanish markets,
it strengthens Captiva's mailroom and invoice processing expertise
and provides an installed base of reference sites for those
capabilities and it brings advanced classification and data
extraction technologies that Captiva can leverage into its
products, customer base and channels. "This acquisition is the
culmination of the long-term, mutually beneficial relationship
we've shared with SWT. As one of our key technology partners, we
worked closely with SWT on some significant Digital Mailroom wins
last year and have always been impressed with the company's
products and staff," said Reynolds C. Bish, Captiva's President and
CEO. "SWT is a rapidly growing company with a substantial revenue
stream, outstanding products, talented employees and a strong
customer base numbering over 400 on a worldwide basis. We're
excited about this transaction and look forward to welcoming SWT's
employees, customers and partners to Captiva and jointly building
an even more successful combined company." Mr. Bish added that the
transaction will add approximately 80 employees to Captiva, with
the majority of them operating out of SWT's Paris headquarters.
"Since founding SWT in 1988, we've been successful in growing our
business through introducing innovative, proven solutions such as
our b-Wize(TM) and Dispatcher products, obtaining a blue chip
customer base, raising venture capital financing, garnering
numerous industry awards, such as being part of Deloitte &
Touche's 2004 EMEA Technology Fast 500, and expanding our market
reach beyond France," said Herve Debbah, SWT's President, CEO and
Founder. "We've had a very clear vision for continuing our growth
as an independent entity. However, we recognized that merging with
Captiva offers significant synergies and the opportunity to
establish a truly dominant leader in the input management market.
We look forward to joining Captiva and working with its management
team and staff on this endeavor." Captiva and SWT will demonstrate
their solutions at next week's AIIM Conference and Exposition,
taking place May 17-19 in Philadelphia, PA. Captiva will be
exhibiting in booth number 712; SWT in booth 848. Corporate
Conference Call Today Captiva management will host a conference
call today at 5:30 a.m. PST (8:30 a.m. EST) to discuss this
acquisition. Reynolds C. Bish, Captiva's President and CEO, and
Rick Russo, Captiva's CFO, will be on line and take part in a
question and answer session. The call can be accessed in the U.S.
by dialing 866-250-2351 and giving the company name, "Captiva."
International participants can access the call by dialing
303-262-2194. Participants are asked to call the number
approximately 10 minutes before the conference call begins. A
replay of the conference call will be available two hours after the
call for the following three business days by dialing 800-405-2236
in the U.S., 303-590-3000 internationally, and entering the
following pass code: 11030167. The call can also be accessed live
on the web via the following link:
http://phx.corporate-ir.net/playerlink.zhtml?c=77421&s=wm&e=1064727.
This link will also provide an instant replay of the conference
call and will be accessible from the investor relations section of
Captiva's web site at http://www.captivasoftware.com/Investors/.
About SWT SA SWT SA is a European specialist in automatic data
extraction and electronic document management solutions, and
provides an exclusive set of technologies to enable companies to
eliminate the manual processing of paper documents. The b-Wize
software suite can automatically scan, index and extract relevant
data and content from companies' documents and forms. Thanks to the
competitiveness of its products, the skills of its team and its
sound financial results, SWT has become a strong ally for its
customers and partners around the world, offering mailroom, invoice
and remittance processing technologies. For more information, visit
www.swt-concept.com/us. About Captiva Software Corporation Captiva
Software Corporation (Nasdaq:CPTV) is a leading provider of input
management software solutions. Since 1989, the company's
award-winning products have been used to manage business critical
information from paper, faxed and scanned forms and documents,
Internet forms and XML data streams into the enterprise in a more
accurate, timely and cost-effective manner. These products automate
the processing of billions of forms and documents annually,
converting their contents into information that is usable in
database, document, content and other information management
systems. Captiva's technology serves thousands of users in
insurance, financial services, government, business process
outsourcing, manufacturing and other markets. For more information,
visit www.captivasoftware.com. The Digital Mailroom is a trademark,
and InputAccel is a registered trademark of Captiva Software
Corporation. Dispatcher and b-Wize are trademarks of SWT SA. This
press release may contain forward-looking statements that involve
risks and uncertainties, as well as assumptions that, if they prove
incorrect, could cause our results to differ materially from those
expressed or implied by such forward-looking statements. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including, among
other things, any projections of earnings, revenues (including
where the underlying contract has already been signed), or other
financial items; any statements of the plans, strategies, and
objectives of management for future operations; any statements
regarding the anticipated benefits expected to result from the
acquisition of SWT; any statements concerning proposed new
products, services, or developments; any statements regarding
future economic conditions or performance; statements of belief and
any statement of assumptions underlying any of the foregoing. The
risks, uncertainties and assumptions referred to above include,
among other things, risks associated with the integration of SWT's
operations; reliance on information provided by SWT, including
unaudited, non-US GAAP financial statements, differences between
SWT's accounting methods and practices and those of the Company;
performance of contracts by customers and partners; employee
management issues, including the retention of key employees; the
timely development, production and acceptance of products and
services and their feature sets; the challenge of managing asset
levels, including inventory; the flow of products into third-party
distribution channels; and the difficulty of keeping expense growth
at modest levels while increasing revenues. Announcements of
contract awards should not be interpreted as reflecting revenue in
any particular period and may relate to revenue recorded in prior
periods. These and other risks and factors that could cause events
or our results to differ from those expressed or implied by such
forward-looking statements are described in our most recent annual
report on Form 10-K and quarterly reports on Form 10-Q, as well as
other subsequent filings with the Securities and Exchange
Commission. We assume no obligation and do not intend to update
these forward-looking statements.
Captiva (NASDAQ:CPTV)
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