Aladdin Signs Letter of Intent to Acquire FAST Software Security AG; Aladdin Also Signs Letter of Intent to Acquire the Software Security Business of Glenco Engineering Inc.TEL AVIV, Israel--(BUSINESS WIRE)--March 4, 1996--Aladdin Knowledge Systems Ltd. (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 : ALDNF) today announced that it has signed a Letter of Intent to acquire FAST Software Security AG, a leading provider of software protection systems. The consideration will consist of 3.15 million Aladdin shares, plus an additional number of shares with a total value of $8 million at the closing. The transaction is expected to be 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 through their offices and distributors in 20 countries, combine hardware and software to prevent unauthorized use of computer programs. Aladdin also signed a Letter of Intent to acquire all the software security-related assets of Glenco Engineering Inc., FAST's North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. independent licensee. Glenco, with estimated 1995 revenues of approximately $3.6 million and operating income of approximately $900,000, is responsible for the marketing, sales and support of Hardlock products in the Americas, the Far East and the Pacific Rim. Subject to certain terms and adjustments, the consideration for Glenco will be approximately $5 million, payable in either cash or shares. "Aladdin 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," said Yanki Margalit, Aladdin's Chairman and President. "The merger will position the joint company as the industry leader in technology, product quality, growth and profitability. The move will also position us as the leading supplier in Europe of software security technologies." Mr. Margalit added that the Company expects the deals 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. . The FAST and Glenco transactions are subject to the signing of definitive agreements, the completion of due diligence process, and other customary approvals and arrangements. Mr. Margalit will conduct a group conference call regarding the transactions at 11 a.m. Eastern Time today. Analysts and investors who wish to participate should call 719-386-9006 a few minutes prior to the start. The call confirmation number is 226011. For replays beginning at 4 p.m. Eastern Time today, call 719-448-2518, confirmation 226014. 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, manufacturers 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, and 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. CONTACT: Nurit Benjamini Aladdin Knowledge Systems 972-3-537-5795 or Katerina Charalambous The Anne McBride Co. 212-752-0504 |
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