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CONTACT INFORMATION
Indus International
www.indus.com
Gary Frazier
gary.frazier@indus.com
(415) 397-2686
FOR IMMEDIATE RELEASE
Indus Completes Acquisition of SCT
Global Energy and Utilities Solutions Business Unit
Advances ActionPoint Management
Deployment
ATLANTA, GA., March 6, 2003 – Indus International,
Inc. (NASDAQ: IINT), a leading provider of enterprise asset management
(EAM) solutions, today announced the completion of the acquisition
of the Global Energy and Utilities 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. The aggregate purchase price for the acquisition
was approximately $37.8 million and is subject to post-closing adjustment
based upon closing working capital calculations.
According to Indus CEO Tom Madison, “The completion of this
acquisition marks another significant milestone in continuing our
vision to deliver breakthrough profit opportunities for customers
with our ActionPoint Management solutions. The combination of Indus
and GEUS will provide the integration of asset and customer management
our customers need to optimize their responsiveness, accuracy and
customer satisfaction. For the first time, this solution will be
delivered to the utility industry in a form that was specifically
designed for that industry. Furthermore, it will further our efforts
in developing and enhancing our leading-edge solutions by adding
more than $60 million in license, services and maintenance revenue
to Indus annually.”
Rick Nicholson, Vice President and Director, Energy Information
Strategies, META Group, added, “We expect this transaction
to be beneficial to both Indus and SCT as well as their utility
customers. The product sets and existing customer bases are complementary,
and the combined organization will be financially stronger, especially
in today’s challenging economic climate. Indeed, this fits
a pattern of recent vendor consolidations in the energy market.”
According to a current customer of both Indus and GEUS, Lynn Wood,
Director of Customer Care, Public Service Company of New Mexico,
the combination will offer advantages for customers as well. “I
have believed for a long time that there is a link between CIS and
EAM, and I see long-term value in the combination,” said Wood.
“For those utilities that haven't done this, there is a lot
of potential.”
Indus believes the acquisition will provide it with the opportunity
to advance the business toward its intermediate-term goals of 12-
to 13-percent annual revenue growth, 60-percent gross margin and
a 15-percent pre-tax profit. “We believe that the people,
products and services of GEUS give the new Indus the resources and
product breadth necessary to move the business toward our strategic
and financial targets over the next three to five years,”
stated Jeff Babka, Indus Chief Financial Officer. “We are
working on the integration of the two businesses and developing
consolidated operational and financial plans and intend to provide
financial guidance for the combined company on our first quarter
earnings call, scheduled for May 1, 2003.” The company intends
to file Form 8-K in connection with the acquisition on March 6,
2003.
Acquisition Financing
The company financed the acquisition partly through a private placement
of its common stock and convertible debt securities. Indus issued
approximately 6.8 million shares of its common stock to investors
at an aggregate purchase price of approximately $10.3 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 only upon approval of Indus’
stockholders, and, once approved, will automatically be converted
at the same price per share as the common stock, subject to certain
adjustments. Indus financed the remainder of the purchase price
for the acquisition with approximately $3 million from cash in currently
available funds and the issuance of a $10 million promissory note
to SCT that is secured by a mortgage on certain real property acquired
in the acquisition. The promissory note has a maturity date of six
months from the closing date of March 5, 2003, and accrues interest
at the rate of 6 percent per annum, which will be payable on June
1, 2003, and on maturity date. Indus intends to repay the note to
SCT prior to maturity with the proceeds of a third-party mortgage
on the GEUS real property.
Neither the shares of Indus common stock, 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.
About Indus International
Indus International provides breakthrough value to its clients by
delivering ActionPoint 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 “forward-looking
statements” as defined under U.S. federal securities laws.
These statements include, but are not limited to, the incremental
revenues of the GEUS business, the benefits of the combined Indus
and GEUS solutions, targeted growth rates in revenue, targeted gross
margins, targeted pre-tax operating margins 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 expectations or projections. These
risks include, but are not limited to, 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, ability to realize
anticipated or any synergies or cost-savings from the acquisition,
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, gross margin, operating results and
earnings, market acceptance and the success of Indus’ and
GEUS products, 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, uncertainty relating to and the management of 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,
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
its quarterly report on Form 10-Q for the third fiscal quarter ended
September 30, 2002, for a further discussion of these and other
risks.
Indus is a trademark of Indus International, Inc. Other company
and product names may be trademarks of the respective companies
with which they are associated.
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