Datawest Shareholders Approve Sale to Open Solutions.GLASTONBURY, Conn. -- Open Solutions Inc.(R) (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 : OPEN), a provider of integrated enabling technologies for community financial institutions, announced that at an Extraordinary General Meeting of Datawest Solutions Inc.'s (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension : DS) shareholders held today, Datawest shareholders approved the sale of Datawest to Open Solutions in which a subsidiary of Open Solutions Inc. will acquire all of the shares of Datawest. The special resolution approving the agreement was passed by 99.73% of the votes cast by Datawest's common shareholders and by 100% of the votes cast by the holders of Datawest's preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. . Under the terms of the agreement, Open Solutions will pay cash consideration of CDN (Content Delivery Network) A system of distributed content on a large intranet or the public Internet in which copies of content are replicated and cached throughout the network. $1.23 per common share for 29,824,126 common shares and CDN $2.60 per preferred share for 5,000,000 preferred shares. The purchase price per common share is subject to downward adjustment based on the percentage difference that the five day average currency exchange rate immediately prior to closing falls below 1.30 Canadian dollars to 1.00 US dollar. Subject to satisfying final closing conditions, completion of the transaction is currently scheduled for October 28, 2004. About Datawest Datawest Solutions Inc. provides innovative banking and payment technology solutions. Datawest's Banking Solutions Group is a principal provider of outsourced banking technology to Canadian credit unions, integrated with advanced phone and Internet Banking solutions and 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 loans origination systems. The Payment Solutions Group manages Canada's largest ATM network and develops and delivers electronic payment products and services, including fast, secure ATM and POS (1) See point of sale and packet over SONET. (2) "Parent over shoulder." See digispeak. POS - point of sale systems and electronic funds transfer See EFT. (application, communications) electronic funds transfer - (EFT, EFTS, - system) Transfer of money initiated through electronic terminal, automated teller machine, computer, telephone, or magnetic tape. transaction processing Updating the appropriate database records as soon as a transaction (order, payment, etc.) is entered into the computer. It may also imply that confirmations are sent at the same time. Transaction processing systems are the backbone of an organization because they update constantly. , device management and monitoring. Datawest also provides professional services for implementation of banking and payment systems in major financial institutions and other financial services organizations. Datawest is a public company traded on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. under the symbol "DS." More information can be found on the corporate web site at www.datawest.ca. About Open Solutions Inc. Open Solutions Inc. offers a fully featured strategic product platform that integrates core data processing applications, built on a single centralized Oracle(R) relational database, with Internet banking, cash management, CRM/business intelligence, financial accounting tools, interactive voice response, imaging, Check 21 and loan origination solutions. Open Solutions' full suite of products and services allows banks, savings institutions and credit unions to better compete in today's aggressive financial services marketplace, and expand and tap their trusted financial relationships, client affinity, community presence and personalized service. For more information about Open Solutions, or its financial product line, contact Mickey Goldwasser
Danziger Goldwasser (German: Gold water of Danzig by email at mgoldwasser@opensolutions.com, by phone at 860.652.3153 or via fax at 860.652.3156. Visit Open Solutions' Internet site at www.opensolutions.com. Open Solutions Inc.(R) is a registered trademark of Open Solutions Inc. All other company and product names may be trademarks of their respective owners. Copyright (C) 2004 Open Solutions Inc. All rights reserved. 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. Statement Statements made in this press release that state Open Solutions Inc.'s or management's intentions, beliefs, expectations, or predictions for the future are forward-looking statements within the meaning 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. Readers are cautioned that these statements are only predictions and may differ materially from actual future events or results. All forward looking-statements are only as of the date of this press release and Open Solutions Inc. undertakes no obligation to update or revise them. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause Open Solutions Inc.'s actual results to differ materially from those projected in such forward-looking statements. For example, we have entered into and may continue to enter into or seek to enter into business combinations and acquisitions which may be difficult to integrate, disrupt our business, dilute stockholder value or divert management attention. And, we have limited experience in the operation of our business outside the United States, and, as this acquisition will be our first international acquisition, upon its completion we will face the additional risks associated with managing an international business, and there is no assurance that we will integrate it successfully with our business. Other factors which could cause our actual results to differ materially from those projected in forward-looking statements include, without limitation, economic, competitive, governmental and technological factors affecting the banking and credit union industry and/or Open Solutions Inc.'s operations, markets, products, services, prices and other factors set forth under the heading "Factors Affecting Future Operating Results" in Open Solutions' Quarterly Report on Form 10-Q Form 10-Q See 10-Q. for the three months ended June 30, 2004, as filed with the Securities and Exchange Commission. |
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