Enghouse To Acquire Syntellect.Business Editors & High Tech Writers 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--(BUSINESS WIRE)--Nov. 6, 2002 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 Syntellect 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 :SYNL.OB) today announced that they have entered into a definitive agreement under which Enghouse would acquire 100 per cent of the common stock of Syntellect for $0.72 cash per share through a cash tender offer, to be followed by a cash merger at the same price. The Board of Directors of Syntellect has unanimously approved the merger agreement. In addition, two major shareholders of Syntellect, MCM (MultiChip Module or MicroChip Module) A chip package that contains several bare chips mounted close together on a substrate (base) of some kind. Associates and Wynnefield Capital Management have agreed to support the transaction and tender their shares. The transaction is expected to close no later than January 31, 2003, and the cash tender shall commence as soon as is practicable. "We are excited about the opportunity to enter the customer self-service marketplace through the acquisition of Syntellect, and we believe that the combination of our two companies will present a positive future for all concerned," 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. Anthony Carollo, Chairman & CEO of Syntellect added, "Syntellect and Enghouse share similar views of the marketplace, and we strongly believe that this transaction will benefit Syntellect's customers, employees, and shareholders alike." About Enghouse Systems Limited Enghouse is a profitable publicly traded software company currently serving the utility, telecommunications, and pipeline industries. Enghouse utilizes an acquisition strategy to help foster growth and to enter new software markets. Further information may be obtained from the Company's website at www.enghouse.com. About Syntellect Inc. Syntellect 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 is available at www.syntellect.com. Additional Information and Where to Find It This announcement is neither an offer to purchase nor a solicitation of an offer to sell Syntellect shares. The tender offer will only be made through an offer to purchase, letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and related tender offer materials. At the time the expected tender offer is commenced, Enghouse will file these tender offer materials with the Securities and Exchange Commission and Syntellect will file a solicitation/recommendation statement with respect to the offer. The tender offer materials and the solicitation/recommendation statement will contain important information. Stockholders are urged to read this information carefully before making any decisions about the tender offer. The tender offer materials, certain other offer materials, and the solicitation/recommendation statement will be sent free of charge to all stockholders of Syntellect. Investors may also contact Enghouse or Syntellect at the numbers listed below. All of these materials will also be available free of charge at the SEC's website at www.sec.gov Forward-Looking Statements This release contains "forward-looking statements." All statements that are not historical are forward-looking. Enghouse's and Syntellect's actual results could differ materially from those contained in the forward-looking statements, which are based on current expectations of Enghouse and Syntellect 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 merger, Enghouse's ability to successfully integrate Syntellect's operations and employees, general economic factors and capital market conditions, and general industry trends. Enghouse and Syntellect 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. |
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