AremisSoft Announces Acquisition of e-ChaRM.Business Editors/High Tech Writers NEW YORK--(BUSINESS WIRE)--Dec. 6, 2000 -- Strategic Acquisition Expands e-business Offering to CRM -- Hospital Information System Accelerates Global e-health Strategy AremisSoft Corporation (Nasdaq:AREM AREM All-Random Easy Mode (gaming, Dota Allstars) AREM Avian Richness Evaluation Method ) a leading international supplier of enterprise-wide software and Internet-enabled solutions for the manufacturing, hospitality, healthcare and construction industries, today announced the acquisition of e-ChaRM India Pvt Ltd., a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Still & Life GmbH. e-ChaRM is a supplier of web-based Customer Relationship Management (CRM (Customer Relationship Management) An integrated information system that is used to plan, schedule and control the presales and postsales activities in an organization. ), and Hospital Management Systems (HMS HMS abbr. Her (or His) Majesty's Ship HMS (Brit) abbr (= His (or Her) Majesty's Ship) → Namensteil von Schiffen der Kriegsmarine ). This acquisition represents another step in AremisSoft's plan to address the rapidly expanding market for e-business solutions and next generation e-health systems. Through this acquisition, AremisSoft intends to expand its enterprise-wide web-enabled e-business offering and participate in the rapidly growing market for integrated enterprise application-CRM solutions. In addition, the Company will deliver a proven comprehensive web-enabled HMS system to market quicker than originally planned. The acquisition brings to AremisSoft over 200 customers, which are primarily located in Southern India, and include many large corporate CRM customers and approximately 40 hospitals. e-ChaRM has close to 100 software developers and a complete India-based sales and marketing staff. AremisSoft plans to integrate the e-ChaRM operations into its Indian facilities and to expand its vertical market enterprise product offerings. Roys Poyiadjis, 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 AremisSoft, stated, "The acquisition of e-ChaRM represents a major step forward for AremisSoft and its continuing strategy to leverage the global talent pool of technology resources and application expertise. e-ChaRM will enable us to add substantial e-business value to our customers' investments in AremisSoft enterprise applications, in a seamless efficient way. We are also very excited about the ability to expand our emerging market e-health business based upon the proven HMS products. Additionally, e-ChaRM has developed a solid customer base in India, which will be the basis for future expansion in this region. Under terms of the agreement, AremisSoft will acquire all of the outstanding shares of e-ChaRM for $10.9 million in an all cash transaction. In conjunction with the acquisition, AremisSoft expects to assign approximately $10.0 million of the purchase price to goodwill and other intangible assets Intangible Asset An asset that is not physical in nature. Notes: Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets. , including research and development and customer contracts. The goodwill and other intangible assets are expected to be amortized over a period of approximately 3 years, representing a non-cash charge Non-Cash Charge A charge off, made by a company against earnings, that does not require an initial outlay of cash. Notes: Non-cash charges are typically against the depreciation, amortization, and depletion accounts on a company's balance sheet. of $3.3 million per year. The Company projects the acquisition will add $5-6 million in revenue and $0.01-0.02 to pro forma earnings pro forma earnings Income not necessarily calculated in accordance with generally accepted accounting principles. For example, a company might report pro forma earnings that exclude depreciation expense and nonrecurring expenses such as restructuring costs. per share in 2001. Pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma net income and earnings per share for 2001 excludes amortization of goodwill and purchased intangible assets related to recent acquisitions. AremisSoft Corporation Page 2 Mr. Poyiadjis continued, "AremisSoft is committed to delivering fully integrated e-business solutions that leverage our intellectual resources, enabling us to retain high gross margins. Experience indicates that the sustaining engineering for software products consumes the majority of development resources. Our low cost, state-of-the-art Indian development capability allows us to meet the substantial ongoing development requirements needed to remain competitive while still retaining industry leading margins." Dr. Lycourgos Kyprianou, Chairman and Founder of AremisSoft, commented, " e-ChaRM has the right mixture of technologies and application expertise to make a substantial contribution to AremisSoft. They have a development staff with extensive experience in web and enterprise technologies, including Java, that backs the three-tier component-based architecture of the e-ChaRM suite of CRM applications and backend enterprise application integration. The company's suite of CRM applications supports a comprehensive single view of each customer and extensive workflow capabilities. In addition, the HMS applications have a complete suite of proven functionality encompassing 11 modules, which can be readily adapted to our global requirements. "e-ChaRM will substantially add to our critical mass of Indian development talent, which now numbers over 300 software professionals. We are being increasingly recognized in India as a major force in the worldwide application software market, which is helping to attract additional resources. Our Indian operation is now of a size and scope where we are competitively positioned to continue to develop a large base of development resources and product expertise. Furthermore, we now have the critical mass of customers and products to rapidly grow our India-based business." About e-ChaRM e-ChaRM, headquartered in Delhi, India is a supplier of web enabled customer relationship management and hospital management systems. The Company has conducted business in India since 1994. e-ChaRM has a full compliment of software industry and corporate professionals totaling approximately 127 including 97 software developers, as well as management, marketing, and support personnel. Development personnel have extensive experience in Java, CORBA (Common Object Request Broker Architecture) A software-based interface from the Object Management Group (OMG) that allows software modules (objects) to communicate with each other no matter where they are located on a private network or the global , XML XML in full Extensible Markup Language. Markup language developed to be a simplified and more structural version of SGML. It incorporates features of HTML (e.g., hypertext linking), but is designed to overcome some of HTML's limitations. , WAP (1) (Wireless Access Point) See access point. (2) (Wireless Application Protocol) A standard for providing cellular phones, pagers and other handheld devices with secure access to e-mail and text-based Web pages. , Visual C++, etc., as well as a range of Internet technologies and e-business applications. e-ChaRM has approximately 200 customers, primarily located in southern India, representing a broad range of industries including some 40 hospitals. Key customers include Samsung India, National Panasonic, Malayala Manorama Malayala Manorama (Malayalam: മലയാള മനോരമ) is a popularMalayalam daily newspaper in Kerala, India. This is India's largest circulated "regional newspaper". , Indus Ind. Bank Ltd., Escotel Cellular Phone Services, Medical Trust Hospital, the Cochin Stock Exchange The Cochin Stock Exchange Limited (CSE) is located at Kochi, Kerala in India. Incorporated in the year 1978, the stock exchange has been playing a vital role in shaping the economic development of the region. , The Bangalore Hospital, and others. Revenue for 2000 is estimated at $3.4 million with an operating profit Operating profit (or loss) Revenue from a firm's regular activities less costs and expenses and before income deductions. operating profit See operating income. of approximately $575,000. The e-ChaRM CRM suite consists of integrated modules for Marketing, Prospect Management, Sales, Support, and Call Center. The system is web based Coming from a Web server. See Web application. delivering a unified customer view. Communications with customers via phone, facsimile, e-mail, online chat are supported. There is a sophisticated reporting and analysis module, which uses OLAP (OnLine Analytical Processing) Decision support software that allows the user to quickly analyze information that has been summarized into multidimensional views and hierarchies. OLAP tools are used to perform trend analysis on sales and financial information. , clustering and other data mining techniques. The e-ChaRM Hospital Management System is comprised of 11 modules that encompass most of the core activity of a hospital from admitting, to clinical orders/reporting, pharmacy management, and financial management and billing. e-ChaRM also offers standalone stand·a·lone adj. Self-contained and usually independently operating: a standalone computer terminal. applications for electronic patient record and online appointment scheduling. About AremisSoft Corporation AremisSoft develops, markets, implements and supports enterprise-wide applications software targeted at mid-sized organizations in the manufacturing, healthcare, hospitality and construction industries. The Company's software products help streamline and enhance an organization's ability to manage and execute mission-critical functions such as accounting, purchasing, manufacturing, customer service and sales and marketing. AremisSoft reported total revenue of $73.4 million for the twelve months ended December 31, 1999 and net income of $12.1 million before extraordinary gains for the same period. AremisSoft has approximately 800 employees, with sales in over 20 countries and a customer base in excess of 7,200. The Company also operates a software development and support facility in India, with over 300 employees, which provides significant organizational efficiencies and cost advantages in software development and support. AremisSoft Corporation Page 3 Cautionary Statement 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 of 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: All statements, other than historical facts, included in the foregoing press release regarding the Company's financial position, business strategy, and plans of management for future operations are "forward looking statements." These statements are based on management's beliefs and assumptions, and on information currently available to management. Forward looking statements include, but are not limited to, statements in which words such as "expect," "see," "anticipate," "intend," "plan," "believe," "estimate," "consider," or similar expressions are used. Forward looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions, including risks discussed under "Risk Factors" 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. , SEC File No. 0-25713, all of which are incorporated herein by reference. The Company's actual results and stockholder values may differ materially from those anticipated or expressed in these forward looking statements. Many of the factors that will determine these results and values are beyond the Company's ability to control or predict. Readers of this press release are cautioned not to put undue reliance on any forward looking statement. The Company undertakes no obligation to publicly update these forward looking statements, whether as a result of new information, future events or otherwise. Notice of Conference Call: Management of AremisSoft will be hosting a conference call to discuss the acquisition of e-Charm on Thursday, December 7, 2000 at 9:00 a.m. EST EST electroshock therapy. EST abbr. electroshock therapy . To participate in the call, international callers can dial 212-676-5190. Callers from the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and Canada can dial 800-633-8417. A replay of the call is available through Thursday, December 14, 2000 and can be accessed by dialing 858-812-6440, passcode: 17164662. The conference call will also be available via the Internet by accessing the AremisSoft web site at www.aremissoft.com. Follow the directions on the main page to link to the Web broadcast. Please go to the web site at least fifteen minutes prior to the call to register, download and install any necessary audio software. |
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