Discreet Logic Signs Definitive Agreement to Acquire D-Vision Systems.MONTREAL--(BUSINESS WIRE)--July 11, 1997-- Acquisition of Non-Linear Editing Company Broadens Discreet Logic's Reach Into Windows NT (Windows New Technology) A 32-bit operating system from Microsoft for Intel x86 CPUs. NT is the core technology in Windows 2000 and Windows XP (see Windows). Available in separate client and server versions, it includes built-in networking and preemptive multitasking. Marketplace Discreet Logic Inc. (Nasdaq/NM:DSLGF) today announced that it has signed a definitive stock purchase agreement to acquire all of the outstanding shares of capital stock of privately held Chicago, Ill.-based D-Vision Systems Inc., a developer of Microsoft Windows See Windows. (operating system) Microsoft Windows - Microsoft's proprietary window system and user interface software released in 1985 to run on top of MS-DOS. Widely criticised for being too slow (hence "Windoze", "Microsloth Windows") on the machines available then. NT-based non-linear editing solutions. The aggregate purchase price for the shares is approximately $20.0 million (U.S.) and includes the payment of certain debt and other obligations of D-Vision to be paid at closing. The purchase price will be paid in a combination of newly issued shares of Discreet common stock valued at approximately $9.25 million and approximately $10.75 million in cash. The acquisition will be accounted for as a purchase. A substantial portion of the purchase price, net liabilities of D-Vision and transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). are expected to be allocated to purchased in-process research and development for which the company expects to incur a one-time charge against earnings in the range of $18.0 million (U.S.) to $19.0 million (U.S.), or 64 cents to 68 cents per share Cents per share The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned. , in the quarter ending Sept. 30, 1997. The transaction, which is subject to customary conditions to closing, is expected to close later this month. D-Vision's OnLINE software extends Discreet Logic's market reach as a multi-platform editing software provider, complementing the company's real-time Silicon Graphics-based non-compressed editing system, FIRE. Additionally, the acquisition adds engineering development expertise on Windows NT, an installed base of video, film and multimedia professionals using D-Vision's software, and an indirect channels organization. The D-Vision product, OnLINE, is one of the few non-linear editing software packages created from inception to run on the Windows NT platform; the newly released Version released version - release 3.0 delivers significantly expanded functionality, depth and features. This new release of the software offers an extensive editing toolset, a completely updated user interface, and is available in two versions: one for real-time effects and keying, and one for basic editing and compositing. "D-Vision's Windows NT non-linear editing application, combined with our new software initiative, contributes to our strategy to provide powerful and creative systems and software for entertainment content creation," commented Richard Szalwinski, 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 Discreet Logic. "With D-Vision's products added to our product line we see enhanced opportunities for growth and look forward to the cross-fertilization of our in-house software development initiative, including the Denim and D-Vision product lines." On June 30, 1997, Discreet Logic announced the formation of a new business initiative to complement its current real-time integrated turnkey systems A complete system of hardware and software delivered to the customer ready-to-run. In other words, just "turn the key" and go.  A Turnkey Video System business. The new software tools initiative is intended to provide digital imaging and editing tools for institutional customers and prosumers (professional consumers) with platform-independent software designed for the creation, manipulation and finishing of computer graphics images, and Internet and on-line content. Separately, on June 30, 1997, Discreet Logic announced the acquisition of Los Angeles-based Denim Software, a developer of Microsoft Windows NT and Apple Macintosh Apple Macintosh - Macintosh OS-based paint and compositing software for producing effects, interactive content and graphic design. "We believe that Windows NT and Apple Macintosh OS are viable platforms for content creation and editing for off-line applications. Our acquisition of D-Vision, coming on the heels of our new software tools initiative and the Denim Software acquisition, will broaden our market reach. "We've established ourselves in the high-end professional markets, and now this initiative will help enable us to reach new customers with products that meet their needs and suit their budgets." Except for the factual information contained herein, certain of the matters discussed in this news release constitute 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. that involve risks and uncertainties. Actual results may vary significantly based on a number of factors, including the integration of D-Vision Systems' products into the company's product line, including Denim Software products, market acceptance of D-Vision Systems' products; the timely development and acceptance of new products; the impact of competitive products and pricing; the timely development and release of products by strategic suppliers; and the other risks detailed in the company's 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. for the year ended July 31, 1996, particularly in the section titled Certain Factors That May Affect Future Results. Discreet Logic develops multiplatform open systems and software for creating, editing and compositing imagery for film, video, the Web, HDTV (High Definition TV) A set of digital television (DTV) standards that offer the highest resolution and sharpest picture. Although some HDTV sets are available in standard (rather square) screen sizes, the overwhelming majority of sets are wide screen, which eliminates , broadcast and interactive games. The company's systems serve three key markets: visual effects, editing and production, including virtual studio systems, and are used in the creation of visual effects for feature films, including the forthcoming "Titanic Titanic (tītăn`ĭk), British liner that sank on the night of Apr. 14–15, 1912, after crashing into an iceberg in the N Atlantic S of Newfoundland. More than 1,500 lives were lost. ," as well as "Twister," "Apollo 13" and Academy Award-winning "Independence Day." For more information, contact Discreet Logic Corp. headquarters at 10 Duke, Montreal, Quebec, Canada H3C 2L7. Tel.: 514/393-1616. Fax: 514/393-0110. E-mail: info@discreet.com. Web: www.discreet.com . -0- NOTE TO EDITORS: All amounts are in U.S. dollars. Discreet Logic and its products are trademarks of Discreet Logic Inc. All other trademarks and registered trademarks are the property of their respective owners. CONTACT: Discreet Logic, Montreal Emma Shield/Nia Malotsis 514/948-7127 or 514/948-7105 (media contact) Tim Getz, 514/393-1616 (analysts) or NATIONAL Public Relations public relations, activities and policies used to create public interest in a person, idea, product, institution, or business establishment. By its nature, public relations is devoted to serving particular interests by presenting them to the public in the most Ronald Alepian Ronald Alepian (born July 17,1970) is the Vice President, Global Communications of Nortel, a Canadian telecommunications vendor, a position he accepted in January of 2007. He is best know as the founder and Chairperson of the Canadian Youth Mission to Armenia (CYMA), , 514/843-2330 or Morgen mor·gen n. pl. morgen or mor·gens A Dutch and South African unit of land area equal to 2.1 acres. [Dutch, morning (referring to the amount of land that can be plowed in a morning) Walke Richard Dukas, 212/850-5575 (U.S. financial) Geoffrey Busher, 212/850-5682 (investor contact) |
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