Interleaf Acquires Texcel
Interleaf Acquires Texcel, Accelerating e-content Technology Vision
Advanced Web Desktop Environment Complements and Extends BladeRunner Functionality
WALTHAM, MA. March 22, 1999.
Interleaf, Inc. today announced it has agreed to acquire substantially all of the assets of Texcel International AB, a leading provider of XML-enabled content management solutions. Texcel, founded in 1991, provides software and services to corporations and government agencies that depend on information access and efficient reuse for competitive advantage, through its flagship product, Information Manager.
By acquiring the Information Manager product and technology, and Texcel employees, Interleaf is accelerating its aggressive technology vision to revolutionize the authoring, management and publishing of e-content for Web-enabled applications. Information Manager brings an advanced Web-centric desktop environment to BladeRunner. The acquisition also significantly increases Interleaf's market share and presence, as the Company will now have one of the largest bases of structured content users in the rapidly emerging market for e-content solutions. Texcel customers include Deere & Company, Kone, Ericsson Telecom, Lockheed Martin, Lucent Technologies, Nokia, the U.S. Navy and the U.S. Patent and Trademark Office, among others.
Texcel, known for its expertise in XML and SGML, application development, workflow design and database management systems, will transfer significant XML-related technology and resources to Interleaf. The integration of Information Manager's end-user desktop environment with advanced search capabilities and flexible, easy-to-use workflow features, along with a Web interface for most desktop features, will complement and extend BladeRunner's authoring, composing and publishing strengths. BladeRunner enables companies to easily leverage "e-content for e-commerce" through a solution that provides for the universal creation of reusable content through Microsoft Word, combined with the power of XML-based structured content for dynamic publishing to Web-enabled applications.
"The synergies between Interleaf and Texcel make this acquisition highly strategic, as we continue the aggressive implementation of our e-content management strategy," stated Jaime Ellertson, Interleaf's President and CEO. "The integration of Information Manager's advanced Web desktop environment will allow us to deliver a stronger XML-based content management solution earlier than planned. And the addition of Texcel's engineers, along with their experienced sales and consulting professionals, will enable us to take our e-content efforts to the next level more rapidly than we expected. We look forward to these XML experts joining our industry-leading team."
Under the agreement, Interleaf is purchasing the assets associated with Texcel's software solution, Information Manager, and hiring the majority of Texcel's development, sales and consulting employees. Additionally, Texcel and Interleaf intend to form a joint venture which will have distribution rights to Interleaf software within Scandinavia. The transaction will be accounted for as a purchase of assets using a combination of cash and common stock. The results of the acquisition are currently projected to be accretive to the financial results of Interleaf within the first year of combined operations. The transaction is scheduled to occur on April 1, 1999, subject to customary conditions to closing.
About Texcel Information Manager
Texcel's flagship software system, Texcel Information Manager, is an XML- and SGML-enabled repository that provides workflow, version management, queries, electronic review and dynamic document assembly for multi-user authoring and editing environments. Customers use Information Manager to create intelligent, content-driven applications such as interactive electronic technical manuals, Web- and CD-ROM-based reference materials and on-demand research reports, as well as printed product and maintenance documentation. Information Manager is a client/server system with a Windows client and a Windows NT or UNIX server.
Interleaf's BladeRunner is the first complete enterprise content management solution that harnesses the power of industry standards such as eXtensible Markup Language (XML) and Microsoft Word to deliver reusability and personalization benefits of structured information in content-critical business solutions. BladeRunner enables organizations to realize improved time to market, increase revenues and gain competitive advantage by providing a business-to-business system designed to leverage the information content and facilitate business transactions throughout the distribution value chain that connects corporations with their customers, suppliers and distributors.
Interleaf, Inc. provides enterprise-wide software solutions for content management and high-end publishing. These solutions provide Global 2000 customers with a distinct competitive advantage by enabling them to deploy document-based applications that improve their operating efficiency and customer satisfaction, while driving revenue and profitability. Interleaf's software products make it easy for companies to assemble, manage, retrieve, distribute and publish business-critical information across the corporate enterprise and beyond. Interleaf is a public company listed on the Nasdaq National Market. Interleaf is headquartered in Waltham, Mass., with offices around the world. Information about Interleaf's products is available from Interleaf Direct at 1-800-955-5323 or on the World Wide Web at http://www.interleaf.com.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Interleaf's actual results could differ materially from those set forth in the forward-looking statements. Certain factors that might cause such a difference include, among other things, the following:
The transaction described above is contingent and may not actually occur as described or at all;
Interleaf may experience difficulties in hiring former Texcel employees, integrating them into Interleaf's operations and retaining them over the long-term;
Interleaf may experience difficulties in marketing the Information Manager products into Interleaf's customer base;
Interleaf may experience difficulties in retaining significant Texcel customers at historic purchasing levels; and
Interleaf may experience technical difficulties integrating the Texcel products and technology into Interleaf's product lines.
Such differences may also be caused by those factors discussed in the section entitled "Risk Factors" on pages 13-15 of the Company's Annual Report on Form 10-K dated June 29, 1998.
Interleaf, BladeRunner and e-content are either registered trademarks or trademarks of Interleaf, Inc. Texcel and Information Manager are either registered trademarks or trademarks of Texcel International AB. Microsoft Word is a trademark of Microsoft Corporation.
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