Unisys Corporation
PO Box 500
Blue Bell PA 19424 0001
NEWS RELEASE
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Contacts Brian Daly, Unisys (215) 986-2214
Internet: brian.daly@unisys.com
Pam Thompson, PulsePoint Communications (805) 566-2000
Internet: pam.thompson@plpt.com
UNISYS TO ACQUIRE PULSEPOINT COMMUNICATIONS
Will target new-breed communications services providers with solutions that
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leverage network convergence
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BLUE BELL, PA, AND CARPINTERIA, CA, JUNE 15, 1999 -- Unisys Corporation (NYSE:
UIS) and PulsePoint Communications (NASDAQ: PLPT) today announced that they have
signed an agreement for Unisys to acquire PulsePoint, a leading developer of
carrier-class enhanced services solutions for the communications industry, in a
tax-free, stock-for-stock merger. The purchase price will be dependent on the
value of the Unisys common stock to be issued in the transaction at the closing.
Based on yesterday's closing price of Unisys stock, the value of the transaction
would be approximately $100 million on a fully diluted basis, or $6.60 per
PulsePoint common share.
PulsePoint has developed the industry's first "next-generation" messaging
platform based on Microsoft Windows NT Server and an open-standards architecture
to provide carrier-class that is, ultra-high-reliability - performance. Unisys
will use the PulsePoint solutions as multimedia messaging solutions designed for
new-breed communications services providers, who are emerging as the result of
telecommunications industry deregulation worldwide and leveraging the
convergence of voice and data networking.
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These solutions will give customers easy access to all their messages -- voice,
FAX and e-mail -- from a single mailbox using a variety of devices: conventional
telephones, cellular and smart phones and personal computers. For example,
consumers or business users will be able to retrieve a voice message through
their PC's e-mail client or have an e-mail message read to them over the
telephone. Page 2
The acquisition will significantly expand Unisys portfolio of repeatable
messaging solutions from those applicable in large telephony companies to those
used by small/mid-size and "next-generation" services providers, who represent a
substantial portion of the worldwide market, while accelerating the addition of
new features to Unisys current messaging solutions. Unisys repeatable solutions
for communications and other key market sectors combine consulting and
integration services with software components that can be assembled and modified
quickly and cost-effectively to meet the customer's specific business
requirements.
"Best-in-class repeatable solutions for Unisys strategic markets are a key
driver in the growth of our information services business and our overall
success," said Lawrence A. Weinbach, Unisys chairman and chief executive
officer. "By pairing the leading-edge PulsePoint technology with our
comprehensive suite of information services, Unisys will be poised to take our
repeatable messaging solutions in a new and exciting direction to address the
needs of new-breed services providers who are revolutionizing the communications
marketplace."
These providers specialize in "next-generation" solutions that exploit emerging
network technologies - such as Internet Protocol (IP) telephony - that are
different from the conventional telephony networks used by traditional carriers.
The PulsePoint solutions will provide a platform for rapid application
development and customization, enabling Unisys to respond to clients'
requirements for applications deployable across all networks.
"The executives and employees of PulsePoint are excited to join the Unisys
team," said Mark C. Ozur, PulsePoint president and chief executive officer. "The
combination of our technologies and services positions Unisys to lead the
industry in delivering value added solutions to the new-breed communications
services providers while continuing to provide leading-edge solutions to
telephony providers as well. Together, we can seize this unique opportunity to
help all customers benefit quickly and economically from the explosive growth of
IP telephony and network convergence."
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In the merger, each PulsePoint share will be converted into Unisys common stock
using an exchange ratio based on the average price of Unisys common stock during
a 20-trading-day period preceding the PulsePoint shareholder meeting to approve
the transaction. The ratio will provide for a maximum consideration of $6.60 (if
the average price of Unisys common stock is above $33) and a minimum
consideration of $5.40 (if the average price is below $27) for each PulsePoint
common share. If the Unisys average price is between $27 and $33, PulsePoint
shareholders will receive 0.2 Unisys common shares for each PulsePoint share.
PulsePoint convertible preferred stock will be converted into PulsePoint common
stock prior to the merger.
Based on yesterday's closing price of $37.4375 per Unisys common share,
PulsePoint shareholders would receive the maximum consideration of $6.60, or
0.176 shares of Unisys common stock for each PulsePoint common share. This would
result in a total of approximately 2.4 million Unisys shares being issued in the
merger. In addition, all outstanding PulsePoint options and warrants will be
converted into Unisys options and warrants. On a fully diluted basis, the value
of the transaction would be approximately $100 million.
The acquisition, which will be accounted for as a pooling of interests, is
expected to close in the third quarter of 1999. The transaction is subject to
approval by PulsePoint common and preferred shareholders, each class voting
separately, as well as regulatory approvals, including registration of the
Unisys shares to be issued in the merger and Hart-Scott-Rodino Act review, and
customary closing conditions.
Certain institutional holders owning more than 90 percent of the PulsePoint
convertible preferred shares and approximately 10 percent of the PulsePoint
common shares have agreed to vote in favor of the merger. These holders have
also agreed, subject to completion of the registration process by July 30, 1999,
to convert a portion of their preferred holdings into common stock prior to the
PulsePoint shareholder meeting and to also vote those common shares in favor of
the merger. In such event, 89 percent of the PulsePoint preferred shares and 38
percent of the PulsePoint common shares will be committed to approve the merger.
If the registration process is not completed by July 30, 1999 and the holders
elect not to convert, Unisys has the right to terminate the transaction before
August 20, 1999.
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The merger agreement also includes customary non-solicitation, termination fee
and expense reimbursement provisions. In addition, PulsePoint has granted Unisys
an option to purchase 19.9% of its outstanding common stock, exercisable if the
merger is terminated under certain circumstances.
The executive team of PulsePoint and the approximately 150 PulsePoint personnel
will continue to operate PulsePoint as a Unisys company from PulsePoint's
Carpinteria, California facility. PulsePoint had 1998 revenue of $25.4 million.
"By merging with PulsePoint, Unisys is gaining very talented solutions
professionals," said Weinbach. "We are certain that their expertise and
enthusiasm will help further the success of Unisys information services
business."
About PulsePoint Communications
PulsePoint Communications develops carrier-grade solutions for progressive and
competitive telecommunication service providers worldwide. The PulsePoint
Enhanced Application Platform and PulsePoint NextGen Messaging applications
bring PC economies to the telecommunications industry. Users of PulsePoint
Communications' enhanced services applications enjoy anytime, anywhere,
any-network and any-device-access to messages and a full range of features that
put them in control of their communications. PulsePoint Communications is an ISO
9001 registered company. For more information, please visit the Company's web
site at www.plpt.com.
About Unisys
Unisys is more than 33,000 employees helping customers in 100 countries apply
information technology to solve their business problems. Unisys solutions are
based on a broad portfolio of global information services including electronic
business, systems integration including custom and "repeatable" application
solutions, outsourcing, Microsoft Windows NT services, network services, and
multivendor maintenance and support, coupled with enterprise-class servers and
associated middleware, software and storage. Repeatable solutions are focused on
key vertical markets including financial services, transportation,
telecommunications, government, publishing,
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and other commercial markets. The company is headquartered in Blue Bell,
Pennsylvania, in the Greater Philadelphia area. For more information on the
company, access the Unisys home page on the World Wide Web at www.unisys.com.
Investor information can be found at www.unisys.com/investor.
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RELEASE NO.: 0699/XXXX
NOTE: Statements made in this document that are not historical facts, including
those regarding future performance, are forward-looking statements under the
Private Securities Litigation Reform Act of 1995. These statements are based on
current expectations and assumptions and involve risks and uncertainties that
could cause actual results to differ from expectations. These risks and
uncertainties are discussed in the company's latest quarterly report on Form
10-Q.
Unisys is a registered trademark of Unisys Corporation. All other brands and
products referenced herein are acknowledged to be trademarks or registered
trademarks of their respective holders.