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Comverse Technology, Inc. Signs Definitive Agreement to Acquire Loronix Information Systems, Inc.


Business Editors

WOODBURY, N.Y. & DURANGO, Colo.--(BUSINESS WIRE)--March 6, 2000

Loronix's Networked Digital Video Management Systems And Live Internet Video Video material obtained from the Internet. It may refer to streaming video from real time broadcasts, streaming archival material or downloading video files for watching later, all of which are viewed on the computer.  Streaming Technology To Be Leveraged With Comverse's Voice, Fax,

And Data Processing data processing or information processing, operations (e.g., handling, merging, sorting, and computing) performed upon data in accordance with strictly defined procedures, such as recording and summarizing the financial transactions of a  Leadership

Comverse Technology Comverse Technology, Inc. (Pink Sheets: CMVT) is an American Technology company located in Woodbury, New York, which develops and markets telecommunications software. Founded in 1982, the company focuses on providing services to third party telecommunication service providers. , 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
: CMVT CMVT Converse Technology ), the world's leading supplier of software and systems enabling enhanced services for wireless and wireline network operators, and a leader in digital recording systems for call centers, today announced it has signed a definitive agreement for the acquisition of Loronix Information Systems, Inc., (NASDAQ: LORX) a leading developer of software-based digital video recording and management systems.

Loronix, based in Durango, Colorado Durango (Navajo: Kinłání) is a city in La Plata County, Colorado (USA). According to 2006 Census Bureau estimates, the population of the city is 15,501.[5] It is the county seat of La Plata County. , is a leader in the supply of software-based digital video management systems based on its core technologies in areas including video recording, storage, networking and live Internet video streaming technology. These systems are used in a variety of applications and industries. Loronix posted sales of $37.5 million in 1999, with net income of $2.9 million.

Comverse Technology's acquisition of Loronix will be effectuated as a tax-free, stock-for-stock transaction, which will 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.
. Comverse will issue 0.1925 new common shares for each outstanding Loronix share, or approximately 987,000 new shares to Loronix shareholders, and will assume outstanding Loronix stock options. Loronix will have the right to terminate the agreement if the value of Comverse shares to be received by Loronix shareholders is less than $36 per Loronix share. In such case, Comverse will have the right to increase the exchange ratio to adjust the consideration to $36 per share. As part of the transaction, Comverse has received an option to purchase approximately 19.9% of Loronix's shares and has entered into voting agreements with holders of approximately 20% of Loronix's shares requiring them to vote in favor of the transaction. The acquisition is expected to close by the end of July 2000, and is not expected to be dilutive to earnings per share, excluding one-time acquisition-related charges. Such charges are expected not to exceed $15 million.

Kobi Alexander Jacob "Kobi" Alexander is the founder and the former CEO of New York-based Comverse Technology.

Alexander founded Comverse Technology (NASDAQ: CMVT) in 1982 and built it up from a 3-person Israeli startup to employing over 5,000, becoming the leading provider of software and
, Chairman, 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 Comverse Technology, Inc., said, "Loronix is a technology and market leader in the field of software-based digital video recording, storage, compression, networking and real-time streaming. We believe video communications processing is a fast growing area that is a logical extension to our leadership position in voice, fax, and data communications data communications, application of telecommunications technology to the problem of transmitting data, especially to, from, or between computers. In popular usage, it is said that data communications make it possible for one computer to "talk" with another.  processing."

Dan Bodner, CEO of Comverse Infosys, Inc. said "The addition of digital video recording to our digital voice, screen, and Internet recording will provide our customers with complete multi-media recording solutions for call centers, 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 other applications."

David Ledwell, CEO of Loronix, said "Comverse has a reputation as one of the world's finest, most innovative, and best managed high technology companies. Comverse has a large and growing base of customers throughout its organization. We believe that Comverse's established position in the telecommunications and call center markets will open up many opportunities for Loronix's products and technologies."

Loronix will continue to operate from its existing facility. Current Loronix management will continue to head-up its operations.

About Loronix Information Systems, Inc.

Headquartered in Durango, Colorado, Loronix Information Systems develops, markets, sells and supports a family of software-based digital video recording and identification management systems. Loronix is the world leader in networked digital video management solutions with an extensive installed base of Internet-enabled digital video recorders.

About Comverse Technology, Inc.

Comverse Technology, Inc., headquartered in Woodbury, New York Woodbury is the name of some places in the U.S. state of New York:
  • Woodbury, Nassau County, New York
  • Woodbury, Orange County, New York
, designs, develops, manufactures and markets computer and telecommunications systems and software for communications and information processing applications. Comverse's Network Systems Division's products include: multimedia enhanced services systems and software, which are currently used by more than 310 wireless and wireline telecommunications network operators to provide revenue-generating services such as call answering, wireless data and Internet-based information services See Information Systems. , prepaid wireless services, mailbox-to-mailbox messaging, Internet-based unified messaging (voice, fax, and e-mail in a single mailbox), interactive voice response, virtual phone/fax, one-touch call return, personal number service, call screening/caller introduction, voice-controlled web portal and other speech recognition-based services, Internet messaging, Internet call waiting Internet Call Waiting is a technology that allows you to accept incoming calls while connected to a 56k Internet dialup connection.

While online, a software application displays users the Caller ID of the incoming call, and gives users the opportunity to screen the incoming
, and other personal communication services (communications) Personal Communication Services - (PCS) Telecommunications services that bundle voice communications, numeric and text messaging, voice-mail and various other features into one device, service contract and bill. PCS are carried over cellular links, most often digital. . Comverse's Infosys Division's products include: multiple channel, multimedia digital monitoring systems marketed to law enforcement and intelligence agencies; and multiple channel, multimedia digital recording, logging, and quality monitoring systems marketed to call centers, financial institutions and other organizations. Comverse's Ulticom Division's products include: network software and middleware for communications signaling, such as Signaling System no.7 (SS7). Comverse Technology is an S&P 500 and NASDAQ-100 Index company. Visit Comverse Technology's web site at http://www.comverse.com

Statements in this release concerning Comverse's or Loronix's future prospects are "forward-looking statements" 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. There can be no assurances that future results will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could cause actual results to differ materially include the risks associated with the sale of large, complex, high capacity systems and with new product introductions as well as the uncertainty of customer acceptance of these new or enhanced products from either Comverse, Loronix or their competition; risks associated with rapidly changing technology and the ability of Comverse and/or Loronix to introduce new products on a timely and cost-effective basis; risks associated with changes in the competitive or regulatory environment in which Comverse and/or Loronix operate; risks associated with government business; risks associated with significant foreign operations and international sales, including fluctuations in foreign currency exchange rates and interest rates; the volatility of the international marketplace; risks associated with Comverse's and/or Loronix's ability to retain existing personnel and recruit and retain qualified personnel; and other risks described in filings with the Securities and Exchange Commission. These risks and uncertainties, as well as others, are discussed in greater detail in the filings of Comverse and Loronix with the Securities and Exchange Commission, including their most recent Annual Reports 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.
 and their subsequent Quarterly Reports on Form 10-Q Form 10-Q

See 10-Q.
. Each company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.
COPYRIGHT 2000 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2000, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Mar 6, 2000
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