Discreet Logic and MGI Software Sign Definitive Merger Agreement.MONTREAL--(BUSINESS WIRE)--March 9, 1998-- Amalgamation amalgamation /amal·ga·ma·tion/ (ah-mal´gah-ma´shun) trituration (3). amalgamation ( of Consumer Digital-Imaging and Video-Editing- Software Leader Forms Cornerstone cornerstone Ceremonial building block, dated or otherwise inscribed, usually placed in an outer wall of a building to commemorate its dedication. Often the stone is hollowed out to contain newspapers, photographs, or other documents reflecting current customs, with a view to of Discreet dis·creet adj. 1. Marked by, exercising, or showing prudence and wise self-restraint in speech and behavior; circumspect. 2. Free from ostentation or pretension; modest. Logic's Consumer Initiative Discreet Logic 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 :DSLGF) and MGI MGI Mouse Genome Informatics MGI Modular Gateway Interface MGI McKinsey Global Institute MGI Military Geographic Information MGI Marine Geological Institute MGI Policy on the Management of Government Information (Canada) Software Corp. (MGI) (ToSE v. t. 1. To tease, or comb, as wool. :MGI) Monday Monday: see week. announced a definitive agreement under which Discreet Logic will combine with MGI Software. MGI, based in Toronto, develops and distributes award-winning, market-leading products including PhotoSuite and VideoWave for 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. 95 and 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. . PhotoSuite enables people to edit, enhance, transform, organize, present, print and share photos on their personal computers and over the Internet Internet Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the . VideoWave turns a personal computer into a video studio by enabling the user to quickly and easily capture, edit and produce videos using a unique "StoryLine Noun 1. storyline - the plot of a book or play or film plot line plot - the story that is told in a novel or play or movie etc.; "the characters were well drawn but the plot was banal" " interface. The combination advances Discreet Logic's goal to become the leading provider of digital-media solutions to professional and consumer markets including home- and business-PC users. Discreet Logic will augment aug·ment v. aug·ment·ed, aug·ment·ing, aug·ments v.tr. 1. To make (something already developed or well under way) greater, as in size, extent, or quantity: its advanced systems and new media software businesses with MGI's leading product lines, extensive worldwide consumer distribution network and OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and partnerships, and proven management expertise. According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. the agreement, each share of MGI common stock will be exchanged for 0.162 shares of Discreet Logic stock. Outstanding options to purchase MGI common stock will be converted at this exchange ratio into options to acquire Discreet Logic stock. Based on today's closing price of Discreet Logic's common stock, the deal is valued at approximately US$108 million (approximately 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. $153 million). The transaction is intended to 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. and is expected to be slightly dilutive to Discreet Logic's earnings in fiscal 1999, excluding the one-time charge noted below. In connection with the transaction, MGI granted Discreet Logic an option, exercisable under certain conditions, to purchase shares up to approximately 20 percent of MGI's outstanding shares, and in addition Mr. Oren Asher, chairman of MGI, has agreed to vote his shares in favor of upon the side of; favorable to; for the advantage of. See also: favor the transaction. The transaction is to be implemented through a plan of arrangement and is subject to various customary conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. , approval of Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma. regulatory and governmental agencies and courts, and approval by MGI stockholders. Discreet Logic expects to recognize a one-time charge related to certain merger costs and related expenses in its fourth fiscal quarter, or first quarter of fiscal 1999, when the deal is expected to close. On March 5, 1998, Discreet Logic and Intel Corp. announced a joint-development agreement supported by an equity investment by Intel to build products targeted at professional markets. MGI's award- winning consumer technology has also received recognition through an equity investment by Intel in September 1997. As further recognition, in January 1998 Intel began shipping VideoWave on its motherboards under a multiyear worldwide agreement. MGI brings proven consumer-management expertise led by Anthony DeCristofaro, president and chief executive officer of MGI, who was previously vice president and general manager of AST (AST Computer, Irvine, CA) A PC manufacturer founded in 1980 by Albert Wong, Safi Quershey and Tom Yuen (A, S and T). It offered a complete line of PCs that sold through its dealer channel. Canada, a computer-hardware company that, during DeCristofaro's tenure, delivered an annual revenue increase from US$21 million to more than US$211 million in four years. DeCristofaro was also a founding board member of Delrina Corp., a PC-software company. Other MGI management team members come from Corel and Delrina. DeCristofaro will become senior vice president of Discreet Logic and president of a newly created Discreet Logic Consumer Products division, reporting to Richard Szalwinski, Discreet Logic's 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. . "The addition of MGI builds on our goal of providing design- driven solutions across the broad entertainment and consumer market," said Szalwinski. "The combined company will be better positioned to take advantage of the analog-to-digital conversion analog-to-digital or A/D conversion, the process of changing continuously varying data, such as voltage, current, or shaft rotation, into discrete digital quantities that represent the magnitude of the data and the growing demand for digital imagery across all markets. Together we will have seasoned management, award-winning products, and extensive distribution for professional- and consumer-digital-media marketplaces." "Our mission has always been to change the way people picture the world by creating products that inspire users with newfound new·found adj. Recently discovered: a newfound pastime. Adj. 1. newfound - newly discovered; "his newfound aggressiveness"; "Hudson pointed his ship down the coast of the newfound sea" creativity on their PCs and the Internet," said DeCristofaro. "The success of our mission is evidenced by MGI's substantial year-over-year revenue growth, as well as our sales of over 10 million units since inception. We expect to further this leadership position with the release of PhotoSuite II, our next-generation, Internet-based product due to be released in the second calendar quarter of this year. "Our fit with Discreet Logic is excellent because we share a common philosophy including the development of best-of-breed products that enhance the user's experience." Since it was founded in 1995, MGI has built a market-leading position with PC photography and video publishing with its award- winning products and key relationships with some of the leading manufacturers driving the convergence of computers with still and motion pictures. MGI's partners include Intel, Mitsui & Co. of Japan, and major digital-camera, computer and peripheral manufacturers. MGI's PhotoSuite and VideoWave are the leading brands in retail stores and OEM distribution. MGI's products are available in 14 languages through a worldwide network of distributors and retailers spanning 19 countries. For more information, visit MGI's Web site at www.mgisoft.com. Discreet Logic develops advanced systems and new media software that are used in the creation of digital imagery and serve three key markets: visual effects, editing and production. Artists, editors and designers use Discreet Logic's products to develop imagery for video; broadcast; 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 ; the Web; new media; and feature films, including 1998 Visual Effects Academy Awards nominees "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. ," "The Lost World: Jurassic Park
Jurassic Park is a techno-thriller novel written by Michael Crichton that was published in 1990. " and "Starship Troopers Troopers in the United States civilian police forces usually refer to members of state highway patrols, state patrols, or state police agenciess. ," as well as previous Academy Award winners "Independence Day" and "Forrest Gump." For further information, contact Discreet Logic Corporate Headquarters: 10 Duke St., Montreal, Quebec, Canada H3C 2L7; telephone 514/393-1616; fax 514/393-0110; e-mail info@discreet.com; Web www.discreet.com. -0- 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, including the level of earnings of both Discreet Logic and MGI, the success of the proposed merger, and the release of new products, may differ from the results discussed in the forward-looking statements. Factors that may cause such a difference include, but are not limited to, risks associated with acquisitions, such as obtaining necessary governmental and stockholder approvals; the successful closing of the transaction and other risks associated with acquisitions such as the integration of MGI's products into the company's product line; continued market acceptance of MGI's products; difficulties in the assimilation Assimilation The absorption of stock by the public from a new issue. Notes: Underwriters hope to sell all of a new issue to the public. See also: Issuer, Underwriting Assimilation of operations, technologies and distribution channels of the companies; diversion A turning aside or altering of the natural course or route of a thing. The term is chiefly applied to the unauthorized change or alteration of a water course to the prejudice of a lower riparian, or to the unauthorized use of funds. of management's attention from other business concerns; and a downturn Downturn The transition point between a rising, expanding economy to a falling, contracting one. downturn A decline in security prices or economic activity following a period of rising or stable prices or activity. in the digital-media industry, as well as other factors such as the timely development, release 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 June 30, 1997, particularly in the section titled "Certain Factors That May Affect Future Results," as well as in other reports and forms filed with the Securities Exchange Commission from time to time. NOTE: All amounts are in U.S. dollars unless otherwise noted. Discreet Logic and its products are trademarks of Discreet Logic Inc. MGI and its products are trademarks of MGI. All other trademarks are the properties of their respective owners. -0-
MGI Software Corp.
Backgrounder
Web site: http://www.mgisoft.com
Head Office: 40 W. Wilmot St., Richmond Hill, Ontario, L4B
1H8 Canada
Regional
Offices: Dallas; Cologne, Germany; Paris; London; Tokyo.
Products are available in 14 languages through a
distribution network spanning 19 countries.
Employees: 125
Net Sales: Annual revenue run rate is more than US$10 million
based on the nine months ended Oct. 31, 1997.
Core Business: MGI Software (MGI) designs, develops, markets and
supports products in PC photography, video-
publishing and 3-D graphics for home- and business-
PC users. Founded in September 1995, MGI has
created a new breed of software products that give
home and business users access to a new level of
creativity and productivity on PCs and the Internet.
Key Markets: MGI's products serve consumers including nontechnical,
home and business users.
Key Products: MGI PhotoSuite and VideoWave are the leading brands
in retail stores and OEM distribution worldwide.
In an April 1997 report, Dataquest ranked MGI the
world's leading supplier of consumer photo-editing
software for Windows. MGI has shipped more than
10.5 million copies of PhotoSuite and has won more
than 30 awards for product excellence from computer
magazines around the world.
PhotoSuite. PhotoSuite provides the elements, tools
and professionally rendered content that users need
to edit, enhance, transform, organize, present,
print, use and share photos. The package integrates
digital devices for capture, and enables users to
utilize the Internet as part of the PC-photography
experience.
VideoWave. This software turns a computer into
a personal video studio. VideoWave's unique
StoryLine for video composition, powerful editing
functionality, real-time preview and MMX support
lets users quickly and easily "tell a story" in video.
3Dvision. This 32-bit software program for
Microsoft Windows 95/NT allows users to create
three-dimensional artwork and animation. OEM only.
Strategic
Partners: Intel Corp., Mitsui & Co of Japan and
major digital-camera, computer and peripheral
manufacturers
Distribution: Computer retail; photo/video retail; mass merchants;
mail order; Internet; and OEMs, including Packard Bell
NEC, IBM, Sony, Canon, Diamond, Iomega, Pinnacle,
Sanyo, Hitachi, Konica, ATI Technologies
Fiscal Year-
End: Jan. 31
MGI Software's stock is traded on the Toronto Stock
Exchange (Symbol: MGI)
Discreet Logic Inc.
Backgrounder
Web site: http://www.discreet.com
Head Office: 10 Duke St., Montreal, Quebec, H3C 2L7 Canada
Sales Offices: Los Angeles; New York; Chicago; Brazil; London;
Munich, Germany; Paris; Madrid, Spain; Slovakia;
Singapore; Tokyo; Bombay, India; Montreal. Discreet
Logic also has a strong reseller channel, with
distribution relationships with more than 300 dealers
in more than 60 countries.
Employees: 380
Net Sales: Annual revenue run rate is approximately US$150
million, based on the first six months of fiscal
1998, ended Dec. 31, 1997.
Core Business: Discreet Logic develops advanced systems and
new media software for the creation of moving
pictures for film, video, the Web, HDTV, DTV,
broadcast and interactive games.
Key Markets: Discreet Logic products serve three key markets: new
media, post-production, broadcast
Key Products: Advanced Systems for Post-Production and Broadcast
Discreet Logic's advanced systems are integrated
real-time turnkey systems designed to offer the
highest level of creativity available to artists,
editors and designers, as well as resolution
independence, noncompressed-image quality and open
architecture.
Visual Effects. INFERNO and FLAME are visual-
effects and compositing systems that offer an
intuitive interface, rich toolset and real-time
image experimentation.
Editing. FIRE and SMOKE offer creative online
nonlinear editing.
Production. FROST is a 3-D broadcast graphics-
creation and playback system. FROST can be
upgraded to a full virtual set application.
New Media Software
Discreet Logic's multiplatform new media software
includes visual-effect, paint, editing and lighting
tools for graphic designers, multimedia producers,
industrial video professionals and 3-D animators.
Visual Effects. FLINT and ILLUMINAIRE
Composition deliver 2-D and 3-D compositing,
special effects and animation. ILLUMINAIRE
Paint offers interactive vector-based paint.
Editing. D-VISION is a nonlinear desktop editing
application that offers tools for compositing,
keying and visual effects.
Production. Lightscape is real-time lighting
technology for 3-D graphics.
Fiscal Year-
End: June 30
Discreet Logic's shares are traded on the Nasdaq
Exchange (Symbol: DSLGF)
CONTACT: Discreet Logic, Montreal Media: Emma Shield, 514/954-7151 Analysts/investors: ir@discreet.com or Fleishman-Hillard: Discreet Logic analysts/investors Toronto: Anne Lachance, 416/214-0701 New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of : Thomas Smith Thomas Smith may refer to: U.S. congressmen:
or MGI, Toronto Media/analysts/investors: Josef Zankowicz, 905/707-3650 |
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