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CONTACT INFORMATION
FOR IMMEDIATE RELEASE
Indus Announces Plan to Acquire
Leading Provider of Customer Management Systems
Acquisition to Give Indus the Largest Functional Footprint of Software
Designed for Utilities
ATLANTA and MALVERN, PA, February 13, 2003 –
Indus International, Inc. (NASDAQ: IINT), a leading provider of
enterprise asset management (EAM) solutions, today announced it
has entered into a definitive agreement to acquire the Global
Energy and Utility Solutions (GEUS) business unit of Systems &
Computer Technology Corporation (NASDAQ: SCTC). GEUS is
a leading provider of advanced customer information system (CIS)
solutions for energy and utility companies principally in North
America. In conjunction with this transaction, Indus has successfully
obtained committed financing for the acquisition from a private
placement of common stock and convertible debt securities. Indus
expects to consummate the acquisition in the first quarter of
2003.
Indus CEO Tom Madison emphasized, “The combination of CIS with
EAM will provide a completely new breakthrough profit opportunity
for our customers by integrating customer information with powerful
asset management solutions. This integration will enable, for
the first time, real-time responsiveness to action requests from
the meter to the plant, enabling customers to vastly improve their
responsiveness, accuracy, and customer satisfaction, thereby delivering
to them an increased competitive edge. Standalone EAM systems
that are not directly linked to the customer fall short and simply
no longer meet this growing demand.”
Mike Chamberlain, SCT’s president and CEO, added, “The sale of
our energy and utilities business allows us to focus on serving
one market and reinforces our commitment to the higher education
industry. We believe that Indus will strengthen the solutions
we have provided and offer new and exciting opportunities for
both our GEUS customers and employees.”
Indus believes that the acquisition will enable it to deliver
the largest functional footprint available in software designed
specifically for the needs of utilities -- one of several key
industries in which Indus is making strategic investments to enhance
its solutions and market presence. In addition to its strategic
significance, the acquisition will be immediately accretive to
the Indus business. The acquisition of GEUS will also further
strengthen Indus International’s comprehensive foundation for
ActionPoint Asset Management™, a new breakthrough
business process improvement program which Indus announced on
February 4, 2003. The ActionPoint Asset Management capabilities
of Indus solutions empower end users by delivering all the information
needed to make the best decisions at the precise “action point”
in which they need the information.
"We are extremely pleased to be combining our Energy and
Utilities business with a world leader like Indus International,"
said John Gregg, president of SCT Global Energy & Utilities
Solutions. "Our offerings in this field are highly complementary,
and I believe the resulting synergies will help our customers
achieve their goals of operational excellence at a lower cost
of ownership."
The key components of the combined solution will include the
SCT Banner® Advantage CIS system integrated with the
Indus PassPort and InSiteEE solutions. The combined solution will
provide numerous customer benefits. For instance, an integrated
CIS/EAM offering will enhance delivery of key business intelligence
to personnel in the field, enabling more timely resolution of
customer issues, optimizing worker productivity and increasing
customer satisfaction. Furthermore, providing a single point of
contact for such an extensive solution will simplify customers’
software purchase and support needs.
Indus Executive Vice President for Worldwide Operations Greg
Dukat added, “Indus anticipates that many synergies will be generated
by this merger. We believe the combining of our sales teams will
help us deliver the Banner Advantage CIS suite of solutions into
larger organizations and further utilize the Banner Advantage
presence in the broader market of small and medium-sized utilities
to offer our solutions there.”
Financing Plans for the Acquisition
The purchase price for the acquisition of GEUS is approximately
$39 million, subject to a routine working capital adjustment as
provided in the definitive agreement. Indus intends to finance
a portion of the acquisition through private placements of its
common stock and debt securities. Specifically, Indus has received
commitments from investors to purchase approximately 6.8 million
shares of its common stock at an aggregate purchase price of $10.2
million and approximately $14.5 million of its 8 percent convertible
notes due nine months after issuance. The notes will become convertible
into shares of Indus common stock upon receipt of the approval
of Indus’ stockholders, and, once approved, will automatically
be converted at the same price per share as the common stock,
subject to adjustments. C.E. Unterberg, Towbin acted as placement
agent for the company.
The proceeds from these commitments will be placed into an escrow
account, which will not be released, and the shares and the notes
will not be issued, until the successful closing of the acquisition.
In the event that Indus is unable to close the acquisition by
March 14, 2003, then the proceeds from these commitments will
be returned to investors, together with interest, unless such
date is extended. The financing is also subject to other
customary closing conditions, and the acquisition is subject to
the receipt by Indus of necessary financing and customary closing
conditions.
Indus intends to finance the remaining balance of the purchase
price with approximately $4 million in cash from currently available
funds and a $10 million promissory note to be issued to SCT that
will be secured by certain real property being acquired in the
acquisition. The note to SCT will bear interest at 6 percent per
year and mature six months from the date of the closing. Indus
intends to repay the note to SCT prior to maturity with the proceeds
of a third-party mortgage on the GEUS real property.
Indus Chief Financial Officer Jeff Babka commented, “The GEUS
business will add more than $60 million in license, services and
maintenance revenue to Indus annually, with a positive effect
on both earnings and cash flow beginning in the current year.”
Babka continued, “In addition, being able to attract a new group
of experienced investors and the additional financial backing
of some of our current investors, including our largest shareholder
Warburg Pincus, is a strong vote of confidence in the Company’s
future from a growth and profitability perspective.
The headquarters of the combined firm will remain in Atlanta,
Georgia. Major offices will continue in San Francisco, California,
and Columbia, South Carolina.
Neither the shares of Indus common stock nor the convertible
notes, nor the shares of common stock issuable upon the conversion
of the convertible notes, have been registered under the Securities
Act of 1933, as amended, or any state securities laws. Unless
so registered, the common stock, the convertible notes and the
common stock issuable upon the conversion of the convertible notes
may not be offered or sold in the United States absent an exemption
from, or in a transaction not subject to, the registration requirement
of the Securities Act and any applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there by any sale of
the common stock, the convertible notes, or the common stock issuable
upon conversion of the convertible notes in any state in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
Teleconference Scheduled
A teleconference and simultaneous Webcast has been scheduled
for today, February 13, 2003, at 4:00 p.m. to provide further
details regarding the planned acquisition. To access details
for this call, go to
www.indus.com/news/pr_detail.cfm?pr_id=207&year=2003
About SCT Utility Systems, Inc.
SCT Utility Systems, Inc. provides advanced software and services
solutions for utilities and energy service companies. SCT Utility
Systems strategically partners with energy and utility companies
to enhance customer care and billing activities by reducing total
cost of ownership, improving customer satisfaction, and increasing
operational efficiency. The products and services of SCT Utility
Systems support more than 92 million utilities accounts worldwide,
and generate over 38 million utility services bills each month.
For more information, visit
www.sct.com/Utilities/index.html.
About SCT
SCT is the global e-education solutions leader with over 34 years
of higher education experience and the only company to offer higher
education a choice in both technology and products that best serve
the unique needs of institutions of any size and complexity. The
company provides enterprise-wide e-Education Infrastructure solutions
that include applications, technology, and services that support
higher education's administration of teaching and learning. SCT
works collaboratively with clients and partners to provide an e-Education
Infrastructure that enables institutions to serve 21st-century learners.
SCT has more than 1,300 higher education clients worldwide, representing
more than 8 million learners. SCT's global headquarters is located
in Malvern, Pa., and the Company has several offices around the
world. For more information visit www.sct.com.
About Indus International
Indus International provides breakthrough value to its clients by
delivering ActionPoint Asset Management, a business improvement
program which delivers all the information needed by an end user
to make the best decision possible at the point where that decision
is made. Indus software products, professional services and hosted
service offerings improve our clients’ profitability by reducing
costs, increasing capacity and competitiveness, servicing their
customers and billing for services and ensuring regulatory compliance.
Indus solutions are used by more than 300,000 end users in more
than 40 countries and diverse industries – including manufacturing,
utilities, telecommunications, government, education, transportation,
facilities and property management, consumer packaged goods and
more. For more information, visit our Website at
www.indus.com.
Safe Harbor Statement
This press release contains statements, estimates
or projections, that are not historical in nature and that may constitute"looking-forward-statements"
as defined under U.S. federal securities laws. These statements
include, but are not limited to, the timing of, and the ability
of the parties to consummate, the transaction, the synergies resulting
from the acquisition, the benefits pf the combined Indus and GEUS
solutions, the timing and ability of the Company to consummate the
financing and the Company's business strategy. These statements,
which speak only as of the date given, are subject to certain risks
and uncertainties that could cause actual results to differ materially
from our Company's historical experience and our present expectations
or projections. These risks include, but are not limited to, current
market conditions for Indus and GEUS products and services, Indus'
ability to achieve growth in its core product offerings and the
combined Indus/GEUS offerings, Indus' ability to achieve projected
revenues and earnings, market acceptance and the success of Indus’
and GEUS products, including the Indus InSite™ product, the success
of the Company’s product development strategy, Indus' competitive
position, the ability to enter into new partnership arrangements
and to retain existing partnership arrangements, the success of
Indus’ planned restructuring, uncertainty relating to personnel
changes, timely development and introduction of new products,
releases and product enhancements, current economic conditions and
the timing and extent of a recovery, heightened security and war
or terrorist acts in countries of the world that affect the Company's
business, the successful integration of the acquisition of GEUS,
including the challenges inherent in diverting the Company’s management
attention and resources from other strategic matters and from operational
matters, the successful rationalization of the GEUS business and
products, and other risks identified from time-to-time in the Company's
SEC filings. Investors are advised to consult the Company's filings
with the SEC, including its 2001 Annual Report on Form 10-K and
subsequent quarterly reports on Form 10-Q for a further discussion
of these and other risks. Financial results for any period are not
necessarily an indication of the results that may be expected for
any future period. The Company undertakes no obligation to publicly
update or revise any forward-looking statements. Indus is a trademark
of Indus International, Inc. SCT and Banner are registered trademarks,
and the SCT logo is a trademark of Systems & Computer Technology
Corporation. Other company and product names may be trademarks of
the respective companies with which they are associated.
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