Exhibit 99.1
CONTACT: Paul D. Baker
Comverse Technology, Inc.
170 Crossways Park Drive
Woodbury, New York 11797
(516) 677-7200
COMVERSE TECHNOLOGY, INC. SIGNS AGREEMENT TO ACQUIRE EXALINK LTD.
Exalink's Router-Based WAP Gateway And Applications Software Allows Mobile
Network Operators To Deliver Internet-Based Information,
Content And Services To Wireless Devices
WOODBURY, NY, JULY 5, 2000 - Comverse Technology, Inc. (NASDAQ:CMVT), the
world's leading supplier of software and systems enabling network-based enhanced
services, announced today that it has signed a definitive agreement to acquire
Exalink Ltd., a privately-held, Herzelia, Israel-based firm specializing in
router-based WAP (Wireless Application Protocol) gateways and applications
software for the delivery of Internet-based services to all types of wireless
devices.
Comverse Technology's acquisition of Exalink is expected to be effectuated as a
tax-free, stock-for-stock transaction, which will be accounted for as a
pooling-of-interests. Comverse will issue approximately 5,261,000 new shares to
Exalink shareholders, and will assume Exalink's outstanding options and
warrants. One-time charges for acquisition-related costs are expected not to
exceed $15 million. Excluding the one-time charge and amortization of
stock-based compensation expenses, Comverse expects the acquisition to be
approximately $0.04 dilutive to earnings per share for the remainder of fiscal
2000, $0.08 dilutive to earnings per share in fiscal 2001, and accretive
thereafter. The closing of the transaction is subject to certain customary
conditions.
Exalink offers a carrier-grade mobile Internet platform, featuring
patent-pending technology, including a unique router-based WAP gateway that
supports the delivery of Web content to all types of wireless devices, over both
WAP and IP protocols. Unlike a conventional WAP proxy server, Exalink's WAP
gateway, eXa.Flow, performs protocol conversion on the network layer, enabling
enhanced performance and quality of service as well as real-time security. The
router-based approach also enables interoperability with other vendors' WAP
gateways, giving carriers a path to superior mobile Internet service performance
without having to immediately abandon their legacy proxy server-based WAP
gateways.
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COMVERSE TECHNOLOGY, INC. SIGNS AGREEMENT TO ACQUIRE EXALINK LTD.
JULY 5, 2000
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The expected growth of subscribers and usage is supported by Exalink's high
capacity WAP gateway, Mega.Flow, which scales up to accommodate millions of
subscribers.
The unique distributed architecture of Exalink's products, Mega.Flow and
eXa.Flow, allows them to be deployed along side remotely located gateways, to
allow for distributed WAP deployment and roaming. This capability provides clear
advantages to operators looking at multi-national (e.g., Pan-European) services.
Such an architecture can be implemented, for example, with a Mega.Flow in the
cellular network working in cooperation with an eXa.Flow installed in the
corporate environment, thus providing end-to-end security and quality of
service.
In addition to its WAP gateway product, Exalink provides eXa.Rule, a
policy-driven database management system for subscriber and platform management,
containing information concerning subscriber priorities and device properties
and security management, and eXa.Application, an integrated application platform
consisting of an application core engine, ready-to-deploy personal information
management applications, and an open API (Application Program Interface)
software development kit, eXa.Dev, for content providers and third-party
developers. Personal information management applications include wireless email,
web-based address book, and calendar and to-do list capabilities.
Kobi Alexander, Chairman, President and CEO of Comverse, stated, "Wireless
Internet services are poised for outstanding growth over the next several years.
Exalink's unique router-based WAP gateway architecture promises significant
performance advantages over today's proxy server schemes, with a superior
ability to provide and manage quality of service and security. We are excited by
the opportunities presented to us through Exalink's technology, and welcome the
addition of Exalink's talented employees and management to the Comverse team."
Rony Zarom, President and Chief Executive Officer of Exalink, said, "Comverse is
the perfect partner for Exalink. Comverse's base of nearly 250 wireless network
operators, along with its strong management team and reputation for excellence
in developing a broad portfolio of reliable, scalable, customizable value-added
communication services, gives Exalink the best possible opportunity to become
the world's leading provider of systems which enable wireless Internet
services." Exalink will continue to operate from its existing facilities. Rony
Zarom will continue to head-up its operations.
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COMVERSE TECHNOLOGY, INC. SIGNS AGREEMENT TO ACQUIRE EXALINK LTD.
JULY 5, 2000
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ABOUT EXALINK
Exalink is a leading global supplier of platforms for the delivery of
Internet-based services to all types of wireless devices. The company offers a
device-independent, policy-driven mobile Internet platform, consisting of
eXa.Flow WAP gateways; eXa.Rule policy-based management system; and
eXa.Application, an integrated suite of ready-to-deploy WAP applications.
Exalink is a member of the WAP Forum. Visit the company's Web site at
http://www.Exalink.com.
ABOUT COMVERSE
Comverse Technology, Inc., headquartered in Woodbury, New York, designs,
develops, manufactures and markets computer and telecommunications systems and
software for communications and information processing applications. Comverse's
Network Systems Division's products include: multimedia enhanced services
systems and software, which are currently used by more than 330 wireless and
wireline telecommunications network operators to provide revenue-generating
services such as call answering, wireless data and Internet-based information
services, prepaid wireless services, mailbox-to-mailbox messaging,
Internet-based unified messaging (voice, fax, and email in a single mailbox),
interactive voice response, virtual phone/fax, one-touch call return, personal
number service, call screening/caller introduction, voice-controlled web portal
and other speech recognition-based services, Internet messaging, Internet call
waiting, and other personal communication services. Comverse's Infosys
Division's products include: multiple channel, multimedia digital monitoring
systems marketed to law enforcement and intelligence agencies; and multiple
channel, multimedia digital recording, logging, and quality monitoring systems
marketed to call centers, financial institutions and other organizations.
Comverse's Ulticom Division's products include: network signaling software.
Comverse Technology is an S&P 500 and NASDAQ-100 Index company. Visit Comverse
Technology's web site at http://www.comverse.com.
Statements in this release concerning Comverse's or Exalink's future prospects
are "forward-looking statements" under the Private Securities Litigation Reform
Act of 1995. There can be no assurances that future results will be achieved,
and actual results could differ materially from forecasts and estimates.
Important factors that could cause actual results to differ materially include
the risks associated with the sale of large, complex, high capacity systems and
with new product introductions as well as the uncertainty of customer acceptance
of these new or enhanced products from either Comverse, Exalink or their
competition; risks associated with rapidly changing technology and the ability
of Comverse and/or Exalink to introduce new products on a timely and
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COMVERSE TECHNOLOGY, INC. SIGNS AGREEMENT TO ACQUIRE EXALINK LTD.
JULY 5, 2000
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cost-effective basis; risks associated with changes in the competitive or
regulatory environment in which Comverse and/or Exalink operate; risks
associated with significant foreign operations and international sales,
including fluctuations in foreign currency exchange rates and interest rates;
the volatility of the international marketplace; risks associated with
Comverse's and/or Exalink's ability to retain existing personnel and recruit and
retain qualified personnel; and other risks described in filings with the
Securities and Exchange Commission. These risks and uncertainties, as well as
others, are discussed in greater detail in the filings of Comverse with the
Securities and Exchange Commission, including its most recent Annual Report on
Form 10-K and its subsequent Quarterly Reports on Form 10-Q. Each company makes
no commitment to revise or update any forward-looking statements in order to
reflect events or circumstances after the date any such statement is made.
eXa.Flow, Mega.Flow, eXa.Rule, eXa.Application, and eXa.Dev
are trademarks of Exalink Ltd.
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