|ACD Systems and Deneba Announce Merger of Software Leaders|
Victoria, British Columbia - April 7, 2003 - ACD Systems International Inc. (TSX: ASA), and Deneba Systems Inc., today announced that they have entered into a definitive merger agreement where ACD will acquire all of the issued and outstanding shares of privately-held Deneba for total consideration of US$5.5 million. The US$5.5 million of consideration includes US$4.5 million of cash with the remainder payable in ACD common shares. Deneba shareholders can elect to reallocate up to US$1.5 million of the cash consideration to ACD shares and will receive a 20% premium on value for any such reallocated proceeds. The purchase price is subject to downward closing adjustment based on Deneba's net working capital position at closing. Closing is scheduled to occur in the next 21 days, subject to certain conditions. Additional consideration of up to US$2.0 million may be payable if Deneba meets specified increased revenue and profit targets in the first post-acquisition year.
Deneba Systems Inc. is the Miami Florida based developer of Canvas, a unique cross-platform precision illustration solution that integrates award-winning Sprite technology, photo editing, page layout, presentation, and Web graphics capabilities. In business since 1986, Deneba has a large and loyal following among corporate oriented digital graphics users.
In its fiscal year ending December 31, 2002, Deneba completed another profitable year on revenue of approximately US$4.6 million. Deneba's existing management will continue in executive roles with the combined companies.
"This is a marriage of two strong companies with similar philosophies and commitment to high quality engineering," said Mike Zelen, president and chief executive officer of ACD Systems. "Our respective flagship products are extremely complementary, particularly with Deneba's core user group. Moreover, the fact that Deneba has engineered Canvas to fit within ACD's highly evolved and profitable electronic sales and distribution (ESD) channel will take the combined companies into new and exciting territory."
"We are very excited at the potential unleashed by the union of our two companies," said Manny Menendez, president of Deneba. "The merged organization will be in an excellent position to maximize the value of our technology assets and to leverage those assets through ACD Systems' amazing Internet distribution channels and global network of distributors."
About ACD Systems International Inc.
Headquartered in British Columbia since 1993, ACD Systems International (TSX:ASA) is one of the world's leading developers and marketers of digital imaging software. ACD has penetrated the global marketplace through advanced Internet distribution and strategic partnerships with manufacturers and developers. ACD has millions of consumer users and over 33,000 corporate customers including many Fortune 500 companies. The company has a history of solid revenue growth. For further details, please visit us at our corporate web site: www.ACDSYSTEMS.com
About Deneba Systems Inc.
Headquartered in Miami, Florida USA since 1986, Deneba Systems is a leading developer and publisher of design graphics and technical illustration software for both Windows® and Mac OS-based computers. Deneba's award-winning products are available in multiple languages and are sold around the world via internet distribution and through a network of authorized resellers and distributors.
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