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Baltimore Technologies to Acquire GTE's CyberTrust.


Business Editors

SAN JOSE San Jose, city, United States
San Jose (sănəzā`, săn hōzā`), city (1990 pop. 782,248), seat of Santa Clara co., W central Calif.; founded 1777, inc. 1850.
, Calif. and LONDON--(BUSINESS WIRE)--Jan. 17, 2000

RSA Conference The RSA Conference is a Cryptography-related conference held annually in the San Francisco Bay Area.

The RSA Conference started in 1991 as a forum for cryptographers to gather and share the latest knowledge and advancements in the area of Internet security.
 2000

Baltimore Adds Hosting Services, Blue-Chip Customers and

Strengthens U.S. Presence in Acquisition of U.S. Competitor

Baltimore Technologies Baltimore Technologies was an internet security firm founded in 1976 by Michael Purser. It was acquired in 1996 by a team financed by Dermot Desmond and led by Fran Rooney, who became CEO.  plc (Nasdaq:BALT BALT

bronchus-associated lymphoid tissue.

BALT Bronchiole-associated lymphoid tissue, see MALT
)(LSE LSE - Language Sensitive Editor :BLM BLM n abbr (US) (= Bureau of Land Management) → les domaines ) a global leader in e-security solutions, today announced that it has signed a definitive agreement to acquire GTE GTE General Telephone & Electronics
GTE Génie Thermique et Énergie (French)
GTE Gas Turbine Engine
GTE Global Tropospheric Experiment
GTE Geothermal Energy
GTE Gas Turbine Efficiency plc (Sweden & USA) 
 CyberTrust Solutions Inc. ("CyberTrust") for US$150 million.

CyberTrust is 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 Contel Federal Systems, Inc., a wholly owned subsidiary of GTE Corporation (NYSE NYSE

See: New York Stock Exchange
:GTE). The acquisition will be funded entirely through the issuance of Baltimore Technologies stock.

The acquisition will increase Baltimore Technologies' market-share in security systems for e-business and e-commerce security, particularly in the Public Key Infrastructure (PKI (Public Key Infrastructure) A framework for creating a secure method for exchanging information based on public key cryptography. The foundation of a PKI is the certificate authority (CA), which issues digital certificates that authenticate the identity of ) marketplace.

CyberTrust is a global industry leader in hosted Certificate Authority systems with an impressive blue-chip client base. The addition of CyberTrust's PKI-hosting services will allow Baltimore Technologies to offer a complete suite of PKI-based products and services. Based in the Boston area, CyberTrust is one of the world's leading PKI-enablers of secure e-commerce, serving clients such as American Express American Express (NYSE: AXP), sometimes known as "AmEx" or "Amex", is a diversified global financial services company, headquartered in New York City. The company is best known for its credit card, charge card and traveler's cheque businesses. , Mastercard, Deutsche Telecom, Swisskey, Telecom Italia Telecom Italia is formerly a partially state-owned Italian telco. It was once known as SIP, and it has the largest user base in Italy.

Telecom Italia also owns shares in Telecom Argentina and Telecom Personal, fixed and cellular networks in Argentina.
 and Sonera.

Speaking at the start of the RSA (1) (Rural Service Area) See MSA.

(2) (Rivest-Shamir-Adleman) A highly secure cryptography method by RSA Security, Inc., Bedford, MA (www.rsa.com), a division of EMC Corporation since 2006. It uses a two-part key.
 2000 Security Conference in San Jose, Fran Rooney, 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 Baltimore Technologies said, "In line with the strategy that was outlined in our recent NASDAQ offering, this acquisition is one of a continuing number of strategic global moves for Baltimore Technologies, creating the e-security company for the 21st century. The acquisition of a leading U.S. based PKI vendor makes Baltimore Technologies one of the strongest single worldwide sources for e-business and mobile commerce security. The CyberTrust business will give us world class hosting facilities, extend our excellent blue-chip client base, and enhance our U.S.-based corporate structure with minimal overlap in products and services."

This acquisition will strengthen Baltimore Technologies by providing the following complementary business elements:
--   Hosting facilities in the U.S. and Japan which, having been built
     up with a $25m investment, provide a significant growth
     opportunity as customers increasingly demand outsourced PKI-based
     services
--   U.S. blue-chip customer base
--   U.S. organization with sales and professional services
--   Access to embedded Web Browser root keys, and associated trust
     businesses


The number of consideration shares to be issued will be determined on the basis of a 10-day average closing share price prior to closing of the transaction. In addition, Baltimore Technologies will issue approximately 1.4 million shares for the benefit of CyberTrust employees.

Combined revenues for Baltimore Technologies and CyberTrust for the nine months ended Sept. 30, 1999 would total (pound)24.9m ($39.6m) based on Baltimore Technologies' published unaudited revenue for the period of (pound)16.2m ($25.6m) and data from the unaudited management accounts of CyberTrust. The transaction is expected to be non-dilutive to long-term projected earnings. The acquisition will be accounted for as a purchase transaction and is expected to close in mid-March following approval from Baltimore Technologies shareholders.

About Baltimore Technologies

Baltimore Technologies develops and markets security products and services to enable companies to develop trusted, secure systems for e-business, the Internet and mobile commerce. Its products include a wide range of Public Key Infrastructure (PKI) systems, wireless e-security solutions, cryptographic toolkits, security applications and hardware cryptographic devices. Baltimore's global professional services organization offers a wide variety of consulting, training and deployment support to its customers worldwide. Baltimore Technologies markets and sells its solutions worldwide directly and through the TrustedWorld channel program. TrustedWorld includes many of the world's leading technology companies and a wide variety of global, regional and local business alliance partners.

Baltimore Technologies employs over 450 people worldwide and operates from over 20 cities with headquarters in Dublin, Ireland; London, UK; and Sydney, Australia. Baltimore Technologies plc is a public company with dual listings on NASDAQ (BALT) and the London Stock Exchange London Stock Exchange

London marketplace for securities. It was formed in 1773 by a group of stockbrokers who had been doing business informally in local coffeehouses.
 (BLM). Intel Corporation is a minority shareholder in the company. Baltimore Technologies made e-commerce history in 1998 when President Clinton and Ireland's Prime Minister Ahern digitally signed an inter-governmental communique using security technology provided by Baltimore Technologies. For further information and press releases on Baltimore Technologies, please visit www.baltimore.com.

Baltimore Technologies reported revenues of (pound)16.2m ($25.6m) and an EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become  loss of (pound)24.5m ($39.2m) for the nine months ending Sept. 30, 1999.

About CyberTrust

CyberTrust is a leading enabler of secure extranets and e-commerce for organizations endeavoring to extend high value relationships to the Web. The CyberTrust Secure Extranet Method establishes a first-in-market standard for certificate-enabled extranets that support privilege-based user access, data confidentiality, audit trails and digitally signed, binding transactions. Through their global network of partners, CyberTrust offers the industry's most complete suite of public key infrastructure-based products, outsourcing service and consulting. CyberTrust is a GTE company headquartered in Needham Heights, Mass., with offices in Washington, D.C., London, England and Sapporo, Japan. You can learn more about CyberTrust at www.cybertrust.com.

For the financial year ending Dec. 31, 1998, CyberTrust has unaudited pro-forma turnover of $15m with an EBITDA loss of $33m. Net assets Net assets

The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand.


net assets

See owners' equity.
, excluding intercompany balances, were $12m at Dec. 31, 1998.

Note to Editors: Baltimore Technologies, e|security, TrustedWorld, PKIWorld, Telepathy telepathy, supposed communication between two persons without recourse to the senses. The word was formulated in 1882 by Frederic William Henry Myers, English poet, essayist, and a leading founder of the Society for Psychical Research in London.  and Baltimore product names including UniCERT, MailSecure, PKI-Plus and J/CRYPTO are all trademarks of Baltimore Technologies plc. All other trademarks are the property of their respective owners.

In order to utilize the Safe Harbour provisions of the U.S. 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, we are providing the following cautionary statement: This announcement includes forward-looking statements. These statements can be identified by the use of terminology such as "believes," "expects," "may," "will," "should," "anticipates," "estimates" or other similar words. Baltimore Technologies has based these forward-looking statements on the Directors' current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties, and assumptions about Baltimore Technologies, including, among other things, its ability to implement a change in business model; its anticipated expansion plans and growth strategies, including the acquisition described herein; its expectation of the impact of this expansion on our revenue potential, cost basis and margins; its expectation of the competitiveness of its software products; its intention to introduce new software products and services; anticipated trends and conditions in its industry including regulatory changes; its ability to compete, both internationally and in the U.S. In light of these risks, uncertainties and assumptions, the events discussed in this announcement might not occur. Baltimore Technologies undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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Publication:Business Wire
Geographic Code:1USA
Date:Jan 16, 2000
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