Enghouse Systems Limited: Syntellect to Acquire Apropos.MARKHAM, Ontario Markham (2006 Population 261,573[0]) is located in York Region, directly north of Toronto, and is part of Toronto's CMA. It is larger than many Canadian cities. Despite its qualifications regarding population, it has not had the title of city conferred upon it by the & PHOENIX & OAKBROOK TERRACE, Ill. -- Syntellect Inc., a wholly-owned subsidiary of Enghouse Systems Limited (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :ESL (1) An earlier family of client/server development tools for Windows and OS/2 from Ardent Software (formerly VMARK). It was originally developed by Easel Corporation, which was acquired by VMARK. ), and Apropos Technology, 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 :APRS APRS Automatic Position Reporting System APRS Automatic Packet Reporting System (GPS technology) APRS Automated Position Reporting System APRS Amateur Position Reporting System APRS American Parks and Recreation Society ) announced today that they have signed a definitive merger agreement in which Syntellect has agreed to acquire Apropos for $2.76 per share of Apropos outstanding common stock, or approximately $50 million. The board of directors of Apropos unanimously supports the transaction, and shareholders representing approximately 42% of the outstanding shares of Apropos have agreed to vote in favour of the transaction. The transaction is expected to close in late 2005 or early 2006, and is subject to customary closing conditions, including the approval of Apropos shareholders. Shareholder approval will be solicited by Apropos by means of a 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. , which will be mailed to Apropos shareholders upon the completion of the required Securities and Exchange commission filing and review process. Upon completion of the transaction, Apropos will become a wholly-owned subsidiary of Syntellect and Enghouse. "We feel that Syntellect and Apropos are a logical fit, both in terms of products and customers. We can offer the best-of-breed, end-to-end solutions for contact centers from speech enabled self-service to live assist systems," commented Stephen Sadler, Chairman & 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 Enghouse. "We believe the combination of Apropos and Syntellect is a natural one, and will present a positive future for all concerned," remarked Ken Barwick, Apropos CEO. About Syntellect Inc. Syntellect, a wholly-owned subsidiary of Enghouse Systems Limited, is a global leader in speech-enabled customer, employee and supply-chain self-service software solutions. Vista IMR IMR - Internet Monthly Report , the Company's fourth-generation voice processing The computerized handling of voice, which includes voice store and forward, voice response, voice recognition and text to speech technologies. software platform, is the only open standards Specifications for hardware and software that are developed by a standards organization or a consortium involved in supporting a standard. Available to the public for developing compliant products, open standards imply "open systems;" that an existing component in a system can be replaced , Windows NT/Java TM and Voice XML XML in full Extensible Markup Language. Markup language developed to be a simplified and more structural version of SGML. It incorporates features of HTML (e.g., hypertext linking), but is designed to overcome some of HTML's limitations. platform available from a major supplier. Further information about Syntellect may be obtained from its web site at www.syntellect.com. About Enghouse Systems Limited Enghouse Systems Limited is a leading global provider of enterprise software solutions serving a variety of vertical markets. Its strategy is to build a large diverse enterprise software company through strategic acquisitions and managed growth. Enghouse shares are listed 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 "ESL". Further information about Enghouse may be obtained from its web site at www.enghouse.com. About Apropos Technology, Inc. Apropos Technology, Inc. develops communications management Communications management is the systematic planning, implementing, monitoring, and revision of all the channels of communication within an organization, and between organizations; it also includes the organization and dissemination of new communication directives connected with an solutions for contact center operations. Apropos solutions are largely used when differentiated levels of service and support are required to effectively service the customer base. Organizations rely on Apropos' solutions to prioritize and intelligently route customers to the right service agent and measure contact center performance as well as enhance business continuity across the enterprise. Apropos solutions integrate with existing CRM (Customer Relationship Management) An integrated information system that is used to plan, schedule and control the presales and postsales activities in an organization. systems to manage and archive voice, e-mail, Web chat, VoIP or fax interactions. Founded in 1989, the company serves over 300 clients worldwide from its corporate headquarters in Oakbrook Terrace, IL, and from its European headquarters in the United Kingdom. Further information about Apropos may be obtained at its web site at www.apropos.com. Jefferies & Company served as financial advisor to Apropos. Additional Information and Where to Find It The proxy statement that Apropos plans to file with the Securities and Exchange Commission and mail to its shareholders will contain information about the proposed transaction and related matters. Shareholders are urged to read the proxy statement carefully when it is available because it will contain important information that shareholders should consider before making a decision about the transaction. Shareholders are also be able to obtain the proxy statement (when filed), as well as other filings containing information about Apropos, without charge, at the Securities and Exchange Commission's web site at http://www.sec.gov, or by requesting them from Apropos at the number listed below. Apropos and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Apropos' stockholders with respect to the proposed transaction. Information regarding any interests that these persons may have in the transaction will be set forth in the proxy statement. Forward-Looking Statements This release contains "forward-looking statements." All statements that are not historical are forward-looking. Enghouse' and Apropos' actual results could differ materially from those contained in the forward-looking statements, which are based on current expectations of Enghouse' and Apropos management and are subject to a number of risks and uncertainties, including, but not limited to, the satisfaction of the conditions to closing, and, following the consummation of the transaction, Enghouse' ability to successfully integrate Apropos' operations and employees, general economic factors and capital market conditions and general industry trends. Enghouse, Syntellect and Apropos are under no obligation (and expressly disclaim any such obligation) to update or alter any forward-looking statements whether as a result of new information, future events or otherwise. Enghouse Systems Limited (TSX:ESL) |
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