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[October 8, 2002]
Daleen Technologies, Abiliti Solutions Announce
Agreement To Combine Their Assets
Daleen Technologies, Inc. and Abiliti Solutions,
Inc. announced they have signed a definitive agreement to combine
their assets in a transaction that includes the issuance of Daleen
securities as described below. In a separate but related transaction,
there will also be a private investment of approximately $5.0 million in
Daleen through funds controlled by Behrman Capital, Abiliti�s largest
stockholder. The two software companies will combine resources and
delivery channels to develop, market, and deliver a broader suite of
licensed and outsourced billing, customer care and event management
solutions to customers worldwide.
To effect this combination, Daleen Solutions, Inc., a new subsidiary of
Daleen, will purchase substantially all of the assets and assume certain
liabilities of Abiliti. The binding agreement has been approved by the
directors of both companies. The purchase of assets is subject to the
approval of the stockholders of both Daleen and Abiliti. The private
investment is also subject to the approval of the stockholders of Daleen.
Certain stockholders of Daleen, holding approximately 65% of the voting
stock have signed voting agreements in support of the transactions.
Approval of 66 2/3% of the voting stock is required for approval of the
transactions. Certain stockholders of Abiliti holding in excess of 66 2/3%
of the voting stock have signed voting agreements in support of the
transaction. These agreements represent a number of shares of Abiliti�s
voting stock sufficient to approve the transactions. Daleen will hold a
special meeting of stockholders to obtain a formal vote on the
transactions.
�In the face of increasingly complex systems infrastructures and
increased pressure to control costs, providers are demanding competitive,
high performance billing and OSS solutions from experts who understand
their business,� says Jim Daleen, president and CEO of Daleen. �By
combining products, personnel, and resources with Abiliti Solutions, we
believe we can leverage the strengths and investments of Daleen and
Abiliti to offer more complete solutions to our customers, while offering
improved value to our stockholders.�
Both veterans of the telecom billing industry, Daleen and Abiliti have
proven products and established customer bases. Daleen�s primary
business model, based on revenues from licensed sales and support services
contracts, complements Abiliti�s recurring revenue model, driven
primarily from service bureau and professional services. Together, they
will provide a number of immediate and direct benefits including:
- A world class Operations Center and outsourcing service delivery
option (BillingCentral) for Daleen�s RevChain billing software;
- A more comprehensive solution set combining event management,
rating, billing and customer management product applications;
- Greater revenue potential from cross selling opportunities to
existing customers;
- Increased scale of operations and greater efficiencies in ongoing
product development, marketing and professional services;
- Improved visibility into total revenues through the combination of
recurring contract revenues and license sales; and
- A stronger market offering that leverages a broader solution set,
wider geographic presence and expertise in multiple service delivery
options.
In addition, the companies believe that there is potential for the
organization to expand its market position through aggregations with other
organizations. �If you look across the BSS and OSS markets, there are a
number of companies with outstanding technologies, but for economic or
other reasons, they have not been able to reach their potential providing
a stand-alone solution. This transaction between Abiliti and Daleen is an
important first step in a longer-term strategy to build a sustainable,
more competitive, and diverse global billing and OSS software company,
including possible growth through aggregation,� said Gordon Quick,
president and CEO of Abiliti Solutions. �With a continued commitment to
our goal of sustainable profitability, aggregation is a strategy designed
to allow us to continue to expand our product depth, operational scale,
and customer base for the benefit of our customers and shareholders.�
Upon closing of the transaction, Gordon Quick, president and CEO of
Abiliti Solutions, will become president and CEO of Daleen. Jim Daleen,
Daleen�s founder and current president,CEO and Chairman, will retain his
position as Chairman of the Board and will continue to work closely with
Daleen�s executive team on the company�s long - term strategy. The
remainder of the management team will be comprised of experienced, senior
level executives from both organizations with the leadership skills to
take the company into the future.
Since the launch of its BillPlex billing software in 1996, Daleen has
established itself as one of the leading providers of advanced
functionality, convergent billing software. The company experienced rapid
growth between 1996 and 2000, becoming a dominant provider in the emerging
CLEC market. Taking advantage of the added performance and scalability of
its next generation RevChain products, Daleen expanded into Europe and the
Asia-Pacific regions and began to market more aggressively to Tier 1
providers, such as Flag Telecom and AAPT, and now serves customers across
all markets and revenue tiers.
Abiliti�s telecom suite includes its Simpliciti.net event management
software, its powerful rules-based Rate IT rating engine and its
award-winning NetworkStrategies billing application, which have been
marketed primarily to network providers in the U.S. Abiliti records a
significant portion of its revenues from its Billing Central ASP which
provides outsourced billing and event management services from the company�s
Operations Center in Chesterfield, Missouri. This center has the capacity
to provide multiple levels of outsourcing services for customers of all
sizes, from smaller service providers to large carriers, such as
Allegiance Telecom and SBC. Abiliti achieved total revenues of $15.1
million in 2001, has recorded approximately $8.1 million in revenues
through August of this year, and is EBITDA positive through the same
period this year based on unaudited financial results.
To begin taking advantage of their synergies, Daleen and Abiliti have
executed an Alliance Agreement that allows the companies to develop,
market, and deliver joint solutions to their customers and prospects.
Daleen plans to immediately add RevChain to Abiliti�s BillingCentral ASP
service bureau offering, introducing an easy, cost-effective option for
current and new customers to outsource their billing operations to experts
with a proven capability to support large-scale production billing needs.
Daleen customers will also be able to purchase Abiliti event management
products as part of a bundled solution, and Abiliti�s customers and
prospects will now have access to Daleen�s RevChain software. Customers
of Daleen and Abiliti are expected to benefit from a closer relationship
between the companies� products and their customer support and services
organizations.
Following the closing of the transaction, Daleen will continue to
operate from its corporate and administrative headquarters in Boca Raton,
Florida, while maintaining significant operations at Abiliti�s existing
facilities in Chesterfield, Missouri.
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