IONA ACQUIRES NETFISH TECHNOLOGIES
Acquisition Completes Total Business Integration Strategy by Enhancing IONA's Standards-Based, End-to-End, e-Business Platform
Waltham, MA and Santa Clara, CA - February 15, 2001 - IONA® Technologies (NASDAQ: IONA), the leading e-business platform provider for Total Business Integration™, today announced it has signed a definitive agreement to acquire Netfish Technologies, Inc., a leading provider of XML-based, business-to-business integration solutions. The total consideration is 5.5 million shares of IONA common stock, approximately $270 million, based on IONA's closing price of $49.0625 per share on February 14, 2001. This acquisition will be accounted for as a purchase. The transaction is subject to the approval of shareholders of both companies, as well as customary regulatory and other closing conditions, and is expected to close in the second quarter.
The acquisition of Netfish plays a critical role in IONA's Total Business Integration™ strategy. IONA's leading enterprise integration offerings enable companies to develop and integrate software applications from the mainframe to the Web. Netfish Technologies' award-winning XML-based B2Bi solutions enable companies to extend enterprise applications and business processes securely over the Internet to establish B2B connections with partners, customers and suppliers. The incorporation of Netfish into IONA establishes the IONA Suite™ as the industry's most complete e-business platform for Total Business Integration. For additional details on IONA's Total Business Integration strategy, please see the accompanying press release, which was also issued today.
"IONA's customers that are connecting enterprise applications and extending them to partners and suppliers are managing some of the largest application integration projects in the world," said Barry Morris, IONA's CEO. "Many of these customers express the desire to work with one vendor that can offer a single e-business platform to address all of their needs. The combination of IONA's and Netfish's products will meet these needs and establish IONA as the only e-business platform vendor with a single, end-to-end solution."
"The combination of IONA and Netfish will provide customers with benefits that extend far beyond other offerings in the market," said Ravi Iyer, CEO of Netfish. "Because the technologies are so complementary, it provides customers with a comprehensive solution for all of their e-business needs. The synergies created through this combination are compelling not only for our customers but also for our employees."
Netfish's flagship product offering is the Netfish XDI Product Suite, a B2B integration platform that tightly integrates diverse business systems and controls to manage cross-enterprise information exchange. The XDI Product Suite automates shared business processes in a workflow-driven, collaborative, real-time fashion, and provides services such as security, exception handling and acknowledgements.
Netfish's XDI system has been built from the ground up using open standards such as Java and XML. It is complementary to, and will be further integrated into the IONA Suite to extend the IONA Suite's integration and development capabilities across the Internet, helping organizations create truly-integrated trading alliance connections. The benefits of B2B process integration range from reduced inventories, cycle times and product costs, to increased data accuracy and customer satisfaction.
Netfish Technologies is a privately-held company based in Santa Clara, California. The company employs nearly 300 engineers, sales, support and professional services experts that will now become part of the IONA team. Netfish's CEO, Ravi Iyer will become IONA's Executive Vice President of Market Development, reporting to Barry Morris.
Netfish Technologies has more than a dozen offices, located in the United States, London, Paris, Stockholm and Tokyo. The company's customer base includes Cisco, Ericsson, Nordstrom.com, Sun and NTT. Additionally, Netfish has alliances with a number of significant partners including Cap Gemini/Ernst & Young, JD Edwards, SAP, i2 and Commerce One.
About Netfish
Netfish Technologies is the leading provider of integrated XML-based B2B process collaboration solutions used by top Internet-enabled companies worldwide. Netfish products deliver complete end-to-end B2B process collaboration, support all major XML protocols and EDI messaging standards, and provide seamless back-end integration to best-of-breed and legacy applications. Netfish solutions enable complete automation of a wide spectrum of business processes ranging from procurement and order fulfillment to billing and payment. Award-winning Netfish products allow corporations and both public and private marketplaces to realize a rapid return on investment, more effective collaboration with trading partners, and increased efficiency. Netfish was founded in 1997 and is based in Santa Clara, CA. Please visit http://www.netfish.com for more information.
About IONA
IONA is a leading e-business platform provider for Total Business Integration. IONA supports a diversity of languages, including Java and C++ and distributed computing technologies, including XML, SOAP, UDDI, EJB, J2EE, CORBA, Microsoft's Windows DNA 2000, IBM OS/390, CICS and IMS. Founded in 1991, IONA is headquartered in Dublin, Ireland with US headquarters in Waltham, Massachusetts. The company had revenues of $153 million in 2000 and employs more than 800 people in 30 offices worldwide. For more information, please see http://www.iona.com.
IONA, IONA Suite, iPortal Application Server, iPortal Integrator, iPortal OS/390 Server, iPortal SureTrack, iPortal XMLBus, Orbix, Adaptive Runtime Technology and Total Business Integration are trademarks or registered trademarks of IONA Technologies. All other trademarks are the property of their respective owners.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed acquisition and the expected benefits of the acquisition. Such statements are based on the current expectations and beliefs of management of IONA Technologies and Netfish Technologies. They are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In particular, the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: failure of the transaction to close due to the failure to obtain regulatory or other approvals; failure of the IONA stockholders to approve the transaction; costs associated with the transaction; the risk that the IONA and Netfish businesses will not be integrated successfully and unanticipated costs of such integration; failure of the combined company to retain and hire key executives, technical personnel and other employees; failure of the combined company to manage its growth and the difficulty of successfully managing a larger and more geographically dispersed organization; failure of the combined company to successfully manage its changing relationships with customers, suppliers and strategic customers; and the failure of the combined company's customers to accept the new product offerings.
For information regarding the risks and uncertainties associated with IONA's business, please refer to the periodic reports filed by the company with the Securities and Exchange Commission.
IONA Technologies will host an investor's conference call to discuss its acquisition on Thursday, February 15, 2001 at 10:00 am EST. Investors and other interested parties may dial into the call using the toll free number (800) 450-5192 in the United States or (706) 634-0918 for international callers. This call will be archived for one week.
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