Aladdin Signs Definitive Agreement to Acquire FAST Software Security AG.TEL AVIV, Israel--(BUSINESS WIRE)--April 16 , 1996--Aladdin Knowledge Systems Ltd. (NASDAQ/NMS: ALDNF) today announced that it has signed a definitive agreement to acquire FAST Software Security AG, a leading provider of software protection products. The consideration will consist of 3.15 million Aladdin shares. The transaction is accounted for as a pooling of interests Pooling of Interests An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together. Notes: The opposite of pooling of interests is the purchase acquisition method. . FAST, a privately held company privately held company A firm whose shares are held within a relatively small circle of owners and are not traded publicly. with headquarters in Munich, Germany, is one of the three largest firms in the international software security market, with 1995 revenues of approximately $13.5 million and operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. of approximately $6 million. FAST's Hardlock products, which are marketed in 20 countries, combine hardware and software to prevent unauthorized use of computer programs. "The merger positions the joint company as the industry leader in technology, product quality, growth and profitability, and as the leading supplier in Europe of software security products," said Yanki Margalit, Aladdin s Chairman and President. "In addition, the move adds considerable critical mass to Aladdin in terms of global market presence, financial strength and technological capabilities. These factors will be a solid platform on which to build our success in the future. Our increased resources will enable us to accelerate investments in the marketing and development of new and existing products." Margalit added that the company expects the deal to be accretive to its EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. . "Aladdin now becomes the clear choice for all software developers in need of software security," said Margalit. "We will continue to develop, promote and support both the Hardlock and HASP (Houston Automatic Spooling Program) A mainframe spooling program that provides task, job and data management functions. HASP - Houston Automatic Spooling Program product lines. We have a lot of appreciation for FAST and we intend to keep it as an independent German company. FAST customers will continue to enjoy the quality service and support they are accustomed to, with the added benefit of the strong financial backing of a US publicly-traded company with increased resources for R&D and marketing. Our synergy with FAST will improve our technology and support, worldwide," Margalit added. The transaction is subject to the completion of a due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. process, shareholders approval and other customary approvals and arrangements. Robertson, Stephens & Co. represented Aladdin in the transaction. Aladdin Knowledge Systems Aladdin Knowledge Systems NASDAQ: ALDN is a company that provides solutions for software digital rights management and Internet security since 1985. Its corporate headquarters are located in Tel Aviv, Israel. Ltd. is a leading supplier of advanced solutions for software developers. Aladdin develops, manufactures and markets proprietary software security and development systems, including HASP(R) (Hardware Against Software Piracy), which combines hardware and software to prevent unauthorized use of computer programs, ASE (Adaptive Server Enterprise) A relational DBMS from Sybase that runs on Windows NT/2000, Linux and a variety of Unix platforms. ASE is a comprehensive and robust data management product with a long history dating back to the late 1980s. (TM) (The Aladdin Smartcard Environment), an integrated toolkit for developing PC-based smartcard applications, and HOPE(TM) (The Human-Oriented Programming Environment), a revolutionary object-oriented team development environment. Aladdin, a public company traded on 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 , currently has 5 international offices, distributors in 26 countries, and 10,000 clients in over 60 countries. CONTACT: Aladdin Knowledge Systems Nurit Benjamini, +972-3-537-5795 or The Anne McBride Co. Katerina Charalambous, 212-752-0504 |
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