EXHIBIT 99.1
ITC LEARNING CORPORATION
13515 Dulles Technology Drive PRESS RELEASE
Herndon, VA 20171-3413
(703) 713-3335 (800) 638-3757
HTTP://WWW.itclearning.com
NASDAQ: ITCC
September 29, 1998 Contact:
Carl Stevens, President & CEO
Chris Mack, CFO
(800) 638-3757
(703) 713-3335
ITC LEARNING COMPLETES ASSET ACQUISITION
Herndon, VA - ITC Learning Corporation ("ITC") announced today that it has
completed the acquisition of the assets of Mentor Networks Inc. ("Mentor") of
Halifax, Nova Scotia. As previously announced, Mentor had been placed in
Receivership by its secured lender, the Nova Scotia Business Development
Corporation ("NSBDC"). The purchase price of approximately US$2,000,000 includes
a combination of cash (approximately US$700,000) and a five year note
(approximately US$1,300,000). ITC has also agreed to pay up to a maximum of
approximately US$1,100,000 in certain future royalty payments based on the
ongoing performance of the Mentor assets. Since this is an international
transaction, the five year note and royalty payments are subject to relevant
exchange rates.
As part of the acquisition, ITC acquires 42 employees (of whom 34 are
technical/development personnel), seven PC Skills titles associated with the
Microsoft Office Suite(TM) of products, three Call Center titles, intellectual
property rights to an additional 25 soft skills products, and certain fixed
assets. The Halifax operations have been combined with ITC's Toronto-based sales
and marketing office and are being operated by ITC's newly formed and
wholly-owned subsidiary, ITC Canada Limited. With the expansion of ITC Canada
Limited, ITC has established a significant presence in Canada.
Carl D. Stevens, President and CEO of ITC stated, "We have long recognized that
Mentor's capabilities and courseware are among the finest in the industry. That
is what led us to establish a business relationship with Mentor over a year ago,
when we were desirous of capitalizing on their development expertise and
instructional design to expand ITC's courseware portfolio. Not only do they
provide us with a family of PC skills products that can be used for electronic
performance support at the employee's desk, they have an award-winning family of
business productivity products, such as "The Art of Customer Service" (call
center training), "Promises that Pay" (debt collections) and "Ask for the
Business...and Get It" (telesales training). The addition of these courses take
ITC into new and expanding markets. In essence, ITC was able to take a
potentially negative receivership situation and turn it into something very
positive for ITC and its customers and we are very excited about that."
* * * M O R E * * *
ITC Learning Corporation develops and markets workplace training solutions for
business, education and government and is headquartered in Herndon, Virginia.
With over 5,000 organizations worldwide using ITC's products to improve employee
productivity and skills, ITC is recognized for excellence in quality and
customer support. ITC provides complete administrative software and over 600
courses of CD-ROM, intranet and Internet delivered multimedia training on such
topics as Personal Computer Skills, Business Productivity, Information
Technology Services, Regulatory Compliance, Industrial Technical Skills and
Basic Literacy Skills. The Company's stock is traded on NASDAQ -ITCC.
The matters described herein contain forward looking statements that are
pursuant to safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Forward looking statements involve a number of risks and
uncertainties including, but not limited to, economic, competitive, governmental
and technological factors outside the control of the Company. For a more
detailed description of ITC and the risk factors facing the Company, please
refer to the Company's SEC filings, including its annual report on Form 10-KSB
for the fiscal year ended December 31, 1997 and its quarterly reports on Form
10-Q for the current fiscal year.
In addition to the risks and uncertainties that exist with ITC and its newly
formed subsidiary's business operations, the acquisition includes risks that the
integration of operations, technologies and products might not occur as planned
or as anticipated.
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