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Daleen Technologies and Abiliti Solutions Announce Agreement to Join Forces; Company Secures Additional Funding.


Business Editors/High-Tech Writers

BOCA RATON Boca Raton (bō`kə rətōn`), city (1990 pop. 61,492), Palm Beach co., SE Fla., on the Atlantic; inc. 1925. Boca Raton is a popular resort and retirement community that experienced significant industrial development in the 1970s and 80s. , Fla. & ST.LOUIS--(BUSINESS WIRE)--Oct. 7, 2002

Combined Company to Address

Broader Solutions Under New Growth Strategy

Daleen Technologies, Inc. (Nasdaq:DALN), a global provider of high performance billing and customer care software solutions, and Abiliti Solutions, Inc., an established, privately-held provider of carrier-class telecommunications billing, rating, and event management solutions, as well as outsource services, today announced they have signed a definitive agreement to combine their assets in a transaction that includes the issuance of Daleen securities as described below. In a separate but related transaction, there will also be a private investment of approximately $5.0 million in Daleen through funds controlled by Behrman Capital, Abiliti's largest stockholder. The two software companies will combine resources and delivery channels to develop, market, and deliver a broader suite of licensed and outsourced billing, customer care and event management solutions to customers worldwide.

To effect this combination, Daleen Solutions, Inc., a new subsidiary of Daleen, will purchase substantially all of the assets and assume certain liabilities of Abiliti. The binding agreement has been approved by the directors of both companies. The purchase of assets is subject to the approval of the stockholders of both Daleen and Abiliti. The private investment is also subject to the approval of the stockholders of Daleen. Certain stockholders of Daleen, holding approximately 65% of the voting stock Voting stock

The shares in a corporation that entitle the shareholder to vote.


voting stock

Stock for which the holder has the right to vote in the election of directors, in the appointment of auditors, or in other matters brought up at the
 have signed voting agreements in support of the transactions. Approval of 66 2/3% of the voting stock is required for approval of the transactions. Certain stockholders of Abiliti holding in excess of 66 2/3% of the voting stock have signed voting agreements in support of the transaction. These agreements represent a number of shares of Abiliti's voting stock sufficient to approve the transactions. Daleen will hold a special meeting of stockholders to obtain a formal vote on the transactions.

"In the face of increasingly complex systems infrastructures and increased pressure to control costs, providers are demanding competitive, high performance billing and OSS Oss (ôs), city (1994 pop. 62,141), North Brabant prov., S Netherlands; chartered 1399. It is a significant industrial center. Manufactures include meat products, chemicals, pharmaceuticals, electrical equipment, and metalware.  solutions from experts who understand their business," says Jim Daleen, 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 Daleen.

"By combining products, personnel, and resources with Abiliti Solutions, we believe we can leverage the strengths and investments of Daleen and Abiliti to offer more complete solutions to our customers, while offering improved value to our stockholders."

Both veterans of the telecom billing industry, Daleen and Abiliti have proven products and established customer bases. Daleen's primary business model, based on revenues from licensed sales and support services support services Psychology Non-health care-related ancillary services–eg, transportation, financial aid, support groups, homemaker services, respite services, and other services  contracts, complements Abiliti's recurring re·cur  
intr.v. re·curred, re·cur·ring, re·curs
1. To happen, come up, or show up again or repeatedly.

2. To return to one's attention or memory.

3. To return in thought or discourse.
 revenue model, driven primarily from service bureau and professional services (job) professional services - A department of a supplier providing consultancy and programming manpower for the supplier's products. . Together, they will provide a number of immediate and direct benefits including:

- A world class Operations Center The facility or location on an installation, base, or facility used by the commander to command, control, and coordinate all crisis activities. See also base defense operations center; command center.  and outsourcing (1) Contracting with outside consultants, software houses or service bureaus to perform systems analysis, programming and datacenter operations. Contrast with insourcing. See netsourcing, ASP, SSP and facilities management.  service delivery

option (BillingCentral(TM)) for Daleen's RevChain(TM) billing

software;

- A more comprehensive solution set combining event management,

rating, billing and customer management product applications;

- Greater revenue potential from cross selling opportunities to

existing customers;

- Increased scale of operations and greater efficiencies in

ongoing product development, marketing and professional

services;

- Improved visibility into total revenues through the combination

of recurring contract revenues and license sales; and

- A stronger market offering that leverages a broader solution

set, wider geographic presence and expertise in multiple service

delivery options.

In addition, the companies believe that there is potential for the organization to expand its market position through aggregations with other organizations. "If you look across the BSS See 802.11.

BSS - Block Started by Symbol
 and OSS markets, there are a number of companies with outstanding technologies, but for economic or other reasons, they have not been able to reach their potential providing a stand-alone solution. This transaction between Abiliti and Daleen is an important first step in a longer-term strategy to build a sustainable, more competitive, and diverse global billing and OSS software company, including possible growth through aggregation," said Gordon Quick, president and CEO of Abiliti Solutions. "With a continued commitment to our goal of sustainable profitability, aggregation is a strategy designed to allow us to continue to expand our product depth, operational scale, and customer base for the benefit of our customers and shareholders."

Upon closing of the transaction, Gordon Quick, president and CEO of Abiliti Solutions, will become president and CEO of Daleen. Jim Daleen, Daleen's founder and current president, CEO and Chairman, will retain his position as Chairman of the Board and will continue to work closely with Daleen's executive team on the company's long - term strategy. The remainder of the management team will be comprised of experienced, senior level executives from both organizations with the leadership skills to take the company into the future.

Since the launch of its BillPlex(R) billing software in 1996, Daleen has established itself as one of the leading providers of advanced functionality, convergent billing software. The company experienced rapid growth between 1996 and 2000, becoming a dominant provider in the emerging CLEC (Competitive Local Exchange Carrier) An organization offering local telephone service that is not one of the traditional telephone companies. The Telecommunications Act of 1996 allowed competition to the incumbent telcos (ILECs), enabling new companies (CLECs)  market. Taking advantage of the added performance and scalability of its next generation RevChain products, Daleen expanded into Europe and the Asia-Pacific regions and began to market more aggressively to Tier 1 providers, such as Flag Telecom and AAPT AAPT American Association of Physics Teachers
AAPT Association of Asphalt Paving Technologists
AAPT American Association of Philosophy Teachers
AAPT American Association of Pharmacy Technicians
AAPT Australian Association for Psychological Type
, and now serves customers across all markets and revenue tiers.

Abiliti's telecom suite includes its Simpliciti.net(TM) event management software, its powerful rules-based Rate IT(TM) rating engine and its award-winning NetworkStrategies(R) billing application, which have been marketed primarily to network providers in the U.S. Abiliti records a significant portion of its revenues from its Billing Central(TM) ASP which provides outsourced billing and event management services from the company's Operations Center in Chesterfield, Missouri Chesterfield is the largest city in west St. Louis County, Missouri, United States. The population was 46,635 as of 2006[1] It is a suburb of St. Louis. Geography
Chesterfield is located at  (38.653402, -90.
. This center has the capacity to provide multiple levels of outsourcing services for customers of all sizes, from smaller service providers to large carriers, such as Allegiance Telecom and SBC (1) (SBC Communications Inc., San Antonio, TX, www.sbc.com) A large, national telecommunications company that grew from a multitude of local and regional companies, including Southwestern Bell, Pacific Bell and Nevada Bell, into a single, unified brand by 2002. . Abiliti achieved total revenues of $15.1 million in 2001, has recorded approximately $8.1 million in revenues through August of this year, and is 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  positive through the same period this year based on unaudited financial results.

To begin taking advantage of their synergies, Daleen and Abiliti have executed an Alliance Agreement that allows the companies to develop, market, and deliver joint solutions to their customers and prospects. Daleen plans to immediately add RevChain to Abiliti's BillingCentral ASP service bureau offering, introducing an easy, cost-effective option for current and new customers to outsource their billing operations to experts with a proven capability to support large-scale production billing needs. Daleen customers will also be able to purchase Abiliti event management products as part of a bundled solution, and Abiliti's customers and prospects will now have access to Daleen's RevChain software. Customers of Daleen and Abiliti are expected to benefit from a closer relationship between the companies' products and their customer support and services organizations.

Following the closing of the transaction, Daleen will continue to operate from its corporate and administrative headquarters in Boca Raton, Florida Boca Raton ("bōkə rə-tōn") is a city in Palm Beach County, Florida incorporated in May 1925. As of the 2000 census, the city had a total population of 74,764; the 2006 population recorded by the U.S. Census Bureau was 86,396. , while maintaining significant operations at Abiliti's existing facilities in Chesterfield, Missouri.

Structure and Terms

Pursuant to the asset purchase agreement and the investment agreement executed in connection with the transactions, Daleen will issue to Abiliti and Behrman an aggregate of approximately 22,484,272 shares of common stock, 231,362 shares of Series F convertible preferred stock Convertible Preferred Stock

Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares".
, warrants to purchase 11,332,138 shares of common stock at an exercise price of $0.906 per share, and warrants to purchase 500,000 shares of common stock at an exercise price of $0.17 per share. The asset purchase is conditioned upon the closing of the private placement. Similarly, the private placement is conditioned upon the closing of the asset purchase. At the close of the transaction, Abiliti and Behrman Capital, through funds that it controls, will hold approximately 49% of the outstanding common stock and 50% of the outstanding Series F convertible preferred stock of Daleen, excluding the warrants to purchase common stock.

About Daleen

Daleen Technologies, Inc. is a global provider of high performance billing and customer care software solutions that manage the revenue chain for traditional and next-generation communication service providers, retailers and distributors of digital media, and technology solutions providers. Offering proven integration with leading 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 legacy enterprise systems, Daleen's RevChain software and pure Internet Integration Architecture (IIA (1) (Information Industry Association, Washington, DC) In 1999, IIA merged with SPA (Software Publishers Association) to become the Software & Information Industry Association. See SIIA. (TM)) leverage open Internet technologies to enable providers to achieve peak operational efficiency while driving maximum revenue from their product and service offerings. The company is currently ranked No. 1 worldwide in overall customer satisfaction based on timeliness of delivery, functionality, delivery within budget, vendor support and maintenance, system flexibility and interoperability The capability of two or more hardware devices or two or more software routines to work harmoniously together. For example, in an Ethernet network, display adapters, hubs, switches and routers from different vendors must conform to the Ethernet standard and interoperate with each other. .(1) Additional information is available at http://www.daleen.com.

About Abiliti Solutions

Abiliti Solutions, Inc. delivers highly configurable, easily interoperable The ability for one system to communicate or work with another. See interoperability. , cost-effective operations and business support systems that allow service providers to quickly adapt to an ever-changing marketplace. With a commitment to enabling its customers to ensure revenue optimization optimization

Field of applied mathematics whose principles and methods are used to solve quantitative problems in disciplines including physics, biology, engineering, and economics.
, Abiliti Solutions has designed its long-term value enhancing products and services to be easily configured con·fig·ure  
tr.v. con·fig·ured, con·fig·ur·ing, con·fig·ures
To design, arrange, set up, or shape with a view to specific applications or uses:
 to a service provider's unique business requirements. The company's advanced telecom software suite includes its highly configurable Simpliciti.net(TM) event management software, its award-winning NetworkStrategies(R) billing application, and its powerful, rules-based Rate IT(TM) rating engine. Service providers may also choose from a range of deployment options, from a site license to any level of outsourced support. Should they choose to outsource any product, service providers can select the "hands-free" BillingCentral(TM) ASP. In business since 1987, Abiliti is privately held and is headquartered in Chesterfield, Missouri. For more information about Abiliti, visit http://www.abilitisolutions.com.

Information with Respect to Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
. Statements in this release may be considered "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by 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. These include statements regarding the intent, belief or current expectations of Daleen and Abiliti (the "Companies") and the assumptions on which these statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include: the risk whether any or all of the described transactions close and other risk factors to be detailed in the proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 to be filed with the SEC, the impact of the transactions on the market price of Daleen's common stock, including the impact of the issuance of additional shares of series F convertible preferred stock; Daleen's ability to continue as a going concern, including its ability to continue as a going concern after the transactions; the ability of Daleen to increase its revenues following the transactions; the fact that the Companies have not yet achieved profitability; variance of quarterly operating results; uncertainty as to Daleen's ability to maintain compliance with the continued listing requirements Listing requirements

Requirements, including minimum shares outstanding, market value, and income, that are laid down by an exchange for any stock to be listed for trading.
 of The Nasdaq Stock Market Nasdaq stock market

The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies.
 and the possibility that the transactions will be viewed by Nasdaq as a "reverse acquisition" requiring Daleen to meet the higher initial listing requirements of Nasdaq for continued listing on The Nasdaq SmallCap Market after the transactions; competition; use of strategic relationships to implement and sell the Companies' products; potential customers' market position and lack of financial resources; lengthy sales cycles and timing of contract awards; low price and volatility of Daleen's common stock; on-going securities class action against the company; the costs and success of the company's international expansion; and the recent private placement of series F convertible preferred stock and the rights and preferences of the stockholders. These factors and others will be described in Daleen's proxy statement to be filed with the SEC and/or are described in the Daleen's most recent SEC filings including the most recently filed 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.
 and in Daleen's Quarterly Reports on Form 10-Q Form 10-Q

See 10-Q.
. The Companies undertake no obligation to update the forward-looking statements in this news release.

Daleen, IIA and RevChain are registered trademarks or trademarks of Daleen Technologies Inc. in 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 other countries. All other trademarks and registered trademarks are property of their respective owners. (1) See the independent report issued by Chorleywood Consulting titled "Global Trends and Market Forecasts in Telecoms BCC (Blind Carbon Copy) The field in an e-mail header that names additional recipients for the message. It is similar to carbon copy (cc), but the names do not appear in the recipient's message. Not all e-mail systems support the bcc feature. See fcc.  2001."

Abiliti Solutions, Inc, NetworkStrategies, Rate IT, EventProcessor, BillingCentral, Simpliciti.net, and other related subsidiary product names and logos are trademarks or registered trademarks of Abiliti Solutions, Inc. All rights reserved.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Oct 7, 2002
Words:2062
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