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Akamai to Acquire Nine Systems.


Combination of World-Class Internet Content Delivery Services See CDN.  with Rich Media Framework Creates Unique Capability to Enable Media Businesses to Control and Monetize Digital Assets

CAMBRIDGE, Mass. & SAN DIEGO -- Akamai Technologies, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: AKAM AKAM Akamai Technologies, Inc. (stock abbreviation)
AKAM Automated Key Access Machine
) and Nine Systems Corp., Inc. announced today that the two companies have signed a definitive agreement for Akamai to acquire Nine Systems in a merger transaction. The closing of the transaction, which is subject to customary closing conditions, including the approval of Nine Systems' stockholders, is expected by year-end. The acquisition is expected to be accretive to Akamai earnings on a normalized, diluted per share basis* in 2007.

The acquisition of Nine Systems provides Akamai with a robust rich media management framework upon which services can be built to enable customers to more effectively control and monetize their digital assets. Akamai plans to integrate Nine Systems' Stream OS, a suite of configurable rich media management tools that enable easy production and publishing of content online, into the global Akamai network. Akamai's goal is to provide customers worldwide with a unified solution for managing content and controlling delivery across the industry's most pervasive rich media distribution platform.

"We are excited about offering a new and comprehensive solution for the delivery, management, and control of online media assets," said Paul Sagan, president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Akamai. "Nine Systems has established itself as a leader in the creation of powerful Web-based tools for businesses to easily produce, publish, and distribute their streaming and downloadable media. Integrating Stream OS into our delivery network will allow Akamai to more fully support asset control, rights management, and media reporting to better enable our customers' digital media businesses."

"This is a big win for our customers, and for companies requiring rich media management, publishing, and robust delivery," said Troy Snyder, president and CEO of Nine Systems. "Nine Systems' rich media publishing and management tools already power the online media experience for some of today's best known companies in the music, broadcast, sports, entertainment, inspirational, advertising, education, and government markets. By joining forces with Akamai, our customers will have access to the leader in accelerating content and applications online, supported by a combination of the most experienced teams in the industry."

Sagan continued, "We believe that as our business supporting media clients grows and their needs advance, the combined Akamai and Nine Systems rich media framework will allow us to develop the best solutions to help our customers simplify the control, management, distribution, reporting, and monetization of digital assets on the Internet."

Under terms of the agreement, Akamai will acquire all of the outstanding common stock, preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
, and vested and unvested stock options of Nine Systems by issuing approximately 3.1 million shares of Akamai common stock and approximately $7 million in cash, subject to certain closing adjustments. The merger transaction is expected to be accounted for by Akamai under the purchase method of accounting.

About Nine Systems

Nine Systems is the leader in providing a comprehensive solution for rich media production, publishing and distribution in today's most popular formats. Nine Systems' large selection of rich media management tools allows content owners to control all aspects of their media in a robust, yet easy to use application, Stream OS. Nine Systems powers the online media experience for many of today's best-known brands including Universal Music Group, the NBA NBA
abbr.
1. National Basketball Association

2. National Boxing Association

NBA (US) n abbr (= National Basketball Association) → Basketball-Dachverband (=
, CinemaNow, CBS (Cell Broadcast Service) See cell broadcast.  SportsLine and EMI (ElectroMagnetic Interference) An electrical disturbance in a system due to natural phenomena, low-frequency waves from electromechanical devices or high-frequency waves (RFI) from chips and other electronic devices. Allowable limits are governed by the FCC.  Music. Privately held, Nine Systems is headquartered in San Diego, California “San Diego” redirects here. For other uses, see San Diego (disambiguation).
San Diego is a coastal Southern California city located in the southwestern corner of the continental United States. As of 2006, the city has a population of 1,256,951.
, with a Network Operations Center See NOC.

Network Operations Center - (NOC) A location from which the operation of a network or internet is monitored. Additionally, this center usually serves as a clearinghouse for connectivity problems and efforts to resolve those problems.
 (NOC (Network Operations Center) A central or regional location for monitoring a large network. Also called a "network management center" (NMC), "service management center" (SMC) or "network control center" (NCC), a NOC may be used to manage a large enterprise network, ) in Denver, Colorado, and sales offices around the U.S. For more information, visit www.ninesystems.com.

Merriman Curhan Ford & Co. (AMEX AMEX

See: American Stock Exchange
: MEM) was the acting advisor to Nine Systems in the merger transaction.

About Akamai

Akamai([R]) is the leading global service provider for accelerating content and business processes online. Thousands of organizations have formed trusted relationships with Akamai, improving their revenue and reducing costs by maximizing the performance of their online businesses. Leveraging the Akamai EdgePlatform, these organizations gain business advantage today, and have the foundation for the emerging Web solutions of tomorrow. Akamai is "The Trusted Choice for Online Business." For more information, visit www.akamai.com.

The release contains information about future expectations, plans and prospects of Akamai's management that constitute forward-looking statements for purposes of the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provisions under The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995, including statements about the anticipated closing of the acquisition, the expectations with respect to integration of the Nine Systems technology and resulting benefits and the expected future business and financial performance of Akamai resulting from and following the acquisition. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors including, but not limited to, inability to successfully integrate the technology of Nine Systems or to develop products based on the technology, material adverse changes in the financial conditions or operations of Nine Systems, substantial delay in the expected closing of the proposed merger, inability to secure all consents and stockholder approvals necessary to effect the proposed merger and other factors that are discussed in the Company's Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
, quarterly reports on Form 10-Q, and other documents periodically filed with the SEC.

* In addition to providing financial measurements based on generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
 in the United States of America UNITED STATES OF AMERICA. The name of this country. The United States, now thirty-one in number, are Alabama, Arkansas, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, New Hampshire,  (GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
), Akamai has historically provided additional financial metrics that are not prepared in accordance with GAAP (non-GAAP). Recent legislative and regulatory changes discourage the use of and emphasis on non-GAAP financial metrics and require companies to explain why non-GAAP financial metrics are relevant to management and investors. We believe that the non-GAAP financial metrics we have included are useful to management and investors because they provide additional insight into our operations as well as help us assess and monitor developments in our business. Set forth below are definitions of the non-GAAP terms we use and explanations of some of the benefits provided by those metrics.

Akamai defines "normalized net income" as net income before amortization of intangible assets, equity-related compensation, depreciation of capitalized equity-related compensation, certain gains and losses on equity investments, utilization of tax NOLs/credits and release of the deferred tax asset valuation allowance. Akamai considers normalized net income to be another important indicator of the overall performance of the Company because it eliminates the effects of events that are either not part of the Company's core operations or are non-cash.

Akamai defines "normalized diluted share" as diluted common shares outstanding used in GAAP net income per share calculation, excluding the effect of FAS 123R under the treasury stock method. Akamai considers normalized diluted shares to be another important indicator of overall performance of the Company because it eliminates the effect of a non-cash item.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Nov 20, 2006
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