Worldtalk Acquires Deming Software, Internet Mail Security Software Developer.SANTA CLARA Santa Clara, city, Cuba Santa Clara (sän`tä klä`rä), city (1994 est. pop. 217,000), capital of Villa Clara prov., central Cuba. , Calif.--(BUSINESS WIRE)--Nov. 11, 1996--Worldtalk Corp. (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 :WTLK), a leading provider of directory-based software solutions for the management of corporate intranets, today announced that it has signed a definitive agreement to acquire privately held Deming Software Inc., a developer of electronic mail security software for the Internet. Deming Software has delivered one of the first commercially available Secure Multipurpose Internet Mail Extensions (messaging, standard) Secure Multipurpose Internet Mail Extensions - (S-MIME) A specification for secure electronic mail. S-MIME was designed to add security to e-mail messages in MIME format. (SMIME SMIME Secure Multipurpose Internet Mail Extension SMIME Security Multipurpose Internet Mail Extension ) tool kits. Under the terms of the agreement, approximately 550,000 shares of Worldtalk common stock and approximately $225,000 in cash will be exchanged for all outstanding shares of Deming Software common stock. The acquisition will be accounted for as a purchase. Accordingly, Worldtalk expects to record a one-time, principally non-cash charge Non-Cash Charge A charge off, made by a company against earnings, that does not require an initial outlay of cash. Notes: Non-cash charges are typically against the depreciation, amortization, and depletion accounts on a company's balance sheet. of approximately $5.0 million, or approximately $0.50 per share, in the fourth quarter ended Dec. 31, 1996. This charge will reflect the write-off of in-process research and development associated with the acquisition. "We are pleased to acquire the technology and resources of Deming Software -- particularly their application development expertise in Internet messaging security," said Mark A. Jung, chairman, president and chief executive officer of Worldtalk. "We believe that combining their digital identification and encryption experience with our messaging and directory services experience enhances Worldtalk's ability to deliver an integrated suite of client and server security solutions. From a strategic perspective, this acquisition furthers our goal of market leadership in managed intranet application software." Jung added that as corporations use intranets increasingly for the transfer of critical files, both within their own organizations and with other organizations via the Internet, the Internet, the, international computer network linking together thousands of individual networks at military and government agencies, educational institutions, nonprofit organizations, industrial and financial corporations of all sizes, and commercial enterprises risk of attacks on information confidentiality and integrity grows exponentially. This has created increasing market demand for directory-based software that provides a high degree of security at the application level. As a result of the acquisition, Deming Software, based in Bellevue, Wash., will become a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Worldtalk Corp., developing off-the-shelf client and server Internet security ''This article or section is being rewritten at Internet security is the process of protecting data and privacy of devices connected to internet from information robbery, hacking, malware infection and unwanted software. solutions, to be marketed by Worldtalk with its suite of managed intranet application software. The Company Worldtalk Corp. is a leading provider of directory-based software solutions that support organizations in transforming intranets into secure, robust and cost-effective platforms for business-critical applications and electronic commerce. Worldtalk's solutions are designed to enable these organizations to build, evolve and expand full-service intranets, while leveraging their existing infrastructure. The company focuses on electronic mail, groupware Software that supports multiple users working on related tasks in local and remote networks. Also called "collaborative software," groupware is an evolving concept that is more than just multiuser software which allows access to the same data. , directory and security applications. Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve risks and uncertainties, such as those relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the completion and financial impact of acquisitions; the timely availability and acceptance of existing and new products; the impact of competitive product introductions, acceptance and pricing; the continued growth of the Internet and intranet markets; and those risks detailed in Worldtalk's filings with the Securities and Exchange Commission (SEC). Particular reference is made to the final prospectus Final Prospectus A legal document stating the price of a newly issued security, the delivery date, and other facts that are important for investors. Notes: The final prospectus must be given to every investor who purchases a new issue of registered securities. for Worldtalk's initial public offering of common stock, dated April 12, 1996; the Forms 10-Q dated May 16, 1996 and Aug. 14, 1996, respectively; and the risk factors contained therein. Actual results may differ materially from any forward-looking statements, due to these risks and uncertainties. -0- Note to editors: Tomorrow morning, in a separate news release, Worldtalk will announce the strategic and marketing implications of its acquisition of Deming Software. Worldtalk and the Worldtalk logo are registered trademarks of Worldtalk Corp. Deming Software is a trademark of Deming Software Inc. CONTACT: Worldtalk Corp. Stephen R. Bennion, 408/567-5016 (Investor Contact) |
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