PRESS
RELEASE
Neoware
to Acquire TeleVideo's Thin Client Business
Neoware
Grows its Leadership Position in the Thin Client
Market by Acquiring the Fourth Largest US Thin
Client Provider
King
of Prussia, PA and San Jose, CA. January 12, 2005
– Neoware Systems (Nasdaq:NWRE) and
TeleVideo, Inc. (OTC BB: TELV.PK), today announced
that the companies have entered into a Definitive
Agreement under which Neoware will acquire TeleVideo's
thin client business including all thin client
assets, certain contract obligations, a trademark
license, product brands, customer lists, customer
contracts and non-competition agreements for $5
million in cash plus a potential earn-out based
upon performance. In addition, effective immediately,
TeleVideo has retained Neoware as its exclusive
distributor and sales agent. Starting today, all
TeleVideo thin client products are available to
TeleVideo customers directly from Neoware. Subject
to regulatory approval, the acquisition is expected
to close in March 2005.
TeleVideo,
Inc. is a publicly held company specializing in
the development and manufacturing of Windows-based
and network terminals. Founded in 1975, TeleVideo
established itself as a leading supplier in the
video display terminal industry. The company pioneered
a new generation of computer terminals with the
introduction of its first “smart” terminals, based
on the Intel microprocessor, at a time when dumb
terminals were the industry standard. Recently
ranked by IDC as the fourth largest thin client
provider in the US, TeleVideo has developed a
niche as the leading provider of all-in-one, integrated,
flat-panel, thin clients, including one of the
industry's only 17” flat panel thin client models.
Sales of TeleVideo thin clients were approximately
$7 million in 2004.
The
acquisition of TeleVideo's thin client business
increases Neoware's market share and distribution
channels, and broadens Neoware's product offerings
in the thin client appliance market. Additionally,
Neoware has agreed to retain TeleVideo as its
sales agent in Korea, opening a new geographic
market for the Company. TeleVideo thin client
products will continue to be available through
the existing channel of TeleVideo authorized distributors
and resellers.
“We
are pleased to partner with Neoware to provide
our customers with superior quality and service,”
said Dr. K. Philip Hwang, Chairman and Chief Executive
Officer of TeleVideo, Inc. “TeleVideo's products
and customers will benefit greatly as a result
of our partnership with Neoware.”
“With
this acquisition, Neoware further enhances our
market share, while taking advantage of economies
of scale and synergies between the two organizations
to enhance operating margins. Simultaneously,
we continue to broaden our product line with innovative
new products,” stated Michael Kantrowitz, Chairman
and CEO of Neoware. “TeleVideo and Neoware customers
are assured of continued development, quality
products and superior service from a financially
strong company that is committed to leadership
in thin client appliance computing.”
About
Neoware
Neoware's
software, services, and thin client appliances
make computing more secure, manageable, reliable
and affordable by enabling global enterprises
to fully leverage server-based computing. By incorporating
open, standards-based technologies and eliminating
the obsolescence that is built into standard PC
architectures, Neoware provides enterprises with
increased flexibility and choice, as well as lower
up-front and total costs.
Neoware's
software products enable enterprises to gain control
of their desktops, and to integrate mainframe,
midrange, UNIX and Linux applications with Windows(r)
and the web. Neoware's thin client appliances
enable enterprises to run applications on servers,
and display them across wired or wireless networks
on secure, managed, reliable appliances that cost
as little as one fourth the price of today's typical
business PC. Neoware services enable corporations
to benefit from server-based computing with training
and end-to-end support.
Neoware's
products are available worldwide from IBM, as
well as from select, knowledgeable resellers.
More information about Neoware can be found on
the Web at http://www.neoware.com
or via email at invest@neoware.com. Neoware
is based in King of Prussia, PA.
About
TeleVideo
A
pioneering Silicon Valley company, TeleVideo,
Inc., began in 1975 as the innovator and market
leader of smart text terminals. Today, TeleVideo
continues to innovate by developing and manufacturing
Windows-Based Thin Client hardware and software
solutions. Designed for corporate and vertical
IT professionals and end-users, TeleVideo's family
of TeleCLIENT products allows for secured, manageable
and cost-effective network computing in healthcare,
business, government and more. For more information,
please visit www.televideo.com
.
Neoware
is a registered trademark of Neoware Systems,
Inc. All other names products and services are
trademarks or registered trademarks of their respective
holders.
Neoware
Forward-Looking Statements
This
press release contains forward-looking statements
within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements regarding:
the consummation of the acquisition of TeleVideo's
thin client business; the increase in our market
share and distribution channels; anticipated economies
of scale, synergies and enhanced operating margins
as a result of the acquisition; our broadened
product offerings and geographic market; our financial
strength; our continued development and support
of quality products; our commitment to hold a
leadership position in the thin client segment
of the PC market;. These forward-looking statements
involve risks and uncertainties. Factors that
could cause actual results to differ materially
from those predicted in any such forward-looking
statement include: our ability to consummate the
acquisition and successfully integrate the TeleVideo
thin client business; our timely development and
customers' acceptance of our products, including
the former TeleVideo products ; our ability
to continue to lower our costs; pricing pressures;
rapid technological changes in the industry; growth
of the thin client computing segment of the PC
market; growth of the host access software market;
increased competition; our ability to attract
and retain qualified personnel; our ability to
identify and successfully consummate and integrate
future acquisitions; adverse changes in customer
order patterns; adverse changes in general economic
conditions in the U.S. and internationally, risks
associated with foreign operations and political
and economic uncertainties associated with current
world events. These and other risks are detailed
from time to time in Neoware's periodic reports
filed with the Securities and Exchange Commission,
including, but not limited to, its report on Form
10-K for its fiscal year ended June 30, 2004 and
Form 10-Q for the quarter ended September 30,
2004.
TeleVideo
Forward-Looking Statements
This
press release includes forward-looking statements,
which are made pursuant to the safe-harbor provisions
of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are typically
indicated by the presence of words such as "expect,"
"anticipate," "believe," "intend,"
"may," "predict," "will
be," and other similar expressions. These
forward-looking statements cover, among other
items, statements regarding the consummation of
any transaction. Any forward-looking statements
are not guarantees of future performance and actual
results could differ materially from those anticipated
as a result of certain risks and uncertainties,
some of which are beyond the control of the Company.
A description of the risk factors affecting the
Company's business can be found in TeleVideo,
Inc.'s Safe Harbor Compliance Statement included
as Exhibit 99.1 to its Annual Report on Form 10-K
for the fiscal year ended October 31, 2003.
#
# #
For:
For:
Neoware
Systems, Inc.
TeleVideo, Inc.
400
Feheley Drive
2345 Harris Way
King of Prussia, PA 19406
San Jose, CA 95131
Contact:
Contact:
Keith
Schneck
John Lee
Chief
Financial Officer
Product Marketing
Manager
(610)
277-8300, ext. 1072
(408)
955-7406
kschneck@neoware.com
jlee@televideo.com
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Press
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