Exhibit 99.1
[GRAPHIC OMITTED] neoware
PRESS RELEASE
FOR IMMEDIATE RELEASE
Neoware to Enter Professional Services Business via New Subsidiary
Neoware Technology Group, Inc. to Acquire ACTIV-e Solutions,
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Provide Professional Services for Server-Based Computing
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KING OF PRUSSIA, PA - November 28, 2001 - Neoware Systems (NASDAQ:
NWRE) today announced that it intends to expand its product portfolio by
providing high-margin professional services and complete solutions for customers
seeking to deploy server-based computing systems. To aggressively implement this
new strategy, Neoware has entered into an agreement to purchase the business of
ACTIV-e Solutions and operate it through a newly-formed subsidiary called
Neoware Technology Group, Inc.
Founded in 1986 and headquartered in Plymouth Meeting, Pennsylvania,
ACTIV-e Solutions is a full-service IT consulting company, which helps
organizations use IT more effectively by providing a wide range of
technology-based solutions. Focused on its core competencies - server-based
computing, managed services, professional services, and training - ACTIV-e
provides technical consulting to improve client productivity. Along with being
the sole Citrix Platinum Partner and the number one Citrix reseller in
Pennsylvania during 2000 and 2001, ACTIV-e is a Citrix Authorized Learning
Center (CALC) in Pennsylvania and Delaware.
Neoware Technology Group intends to leverage Neoware's existing thin
client appliance products with services, training, and solutions to create an
organization with a full portfolio of products and services for companies
seeking to implement complete server-based computing solutions. By adding IT
consulting to the Company's existing thin client products, Neoware will continue
to focus on its core competencies, while expanding its revenue stream to provide
new, high-margin services and complete solutions.
For the 12 months ended September 30, 2001, ACTIV-e generated revenues
of $6,347,000, compared to Neoware's revenues of $18,886,000 for the same
period. Neoware expects the new business it is acquiring to contribute to
profitability immediately following the acquisition.
ACTIV-e's shareholders will receive up to 754,717 shares of
newly-issued Neoware common stock, plus $75,000 in cash, in exchange for the
assets and certain liabilities of the company, including debt of approximately
$1 million which Neoware intends to pay off. Subject to the satisfaction of
certain closing conditions, the acquisition is expected to close on or around
December 5, 2001.
Anthony DePaul, Chairman and CEO of ACTIV-e Solutions, will join
Neoware as Executive Vice President, responsible for sales, marketing, and
business development, and will focus on expanding Neoware Technology Group
through organic growth and additional acquisitions. Mr. DePaul will report to
Michael Kantrowitz, Neoware's President and CEO. Darryl King, ACTIV-e's Vice
President of Sales, will join Neoware as Vice President and General Manager of
Neoware Technology Group, PA, responsible for delivery of IT services and
solutions in the greater Philadelphia area, reporting to Mr. DePaul.
Approximately two dozen people are expected to join Neoware Technology Group
immediately following the acquisition to provide a seamless transition for
customers.
"This acquisition makes a world of sense for both companies and for our
joint customers," stated Anthony DePaul, who will join Neoware as Executive Vice
President following the acquisition. "ACTIV-e provides Neoware with significant
experience and expertise in IT consulting and enables Neoware to offer a much
broader range of solutions to its customers. With innovative technology, first
class customer service and exceptional products and services, Neoware is
demonstrating its commitment to deliver complete, server-based computing
solutions. We are convinced that this approach offers our customers a truly
effective way to achieve the broadest application access while solving
traditional issues of computing cost and complexity. I look forward to helping
build Neoware's leadership position in this dynamic and growing market."
"This is a strategic move for Neoware because we're expanding our
business into a much larger market while staying focused on our core strengths,"
stated Michael Kantrowitz, Neoware's president and CEO. "Neoware is now the
fastest growing provider of thin client solutions, and we've built our business
significantly over the past year. While our existing market is an excellent one,
it only represents approximately 15% of the total server-based computing market.
By creating Neoware Technology Group and acquiring the business of ACTIV-e,
we're leveraging the Company's strengths and talents to grow revenues and
profits even faster by providing high-margin services and solutions for the
other 85% of the server-based computing market."
About Neoware
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Neoware provides software, services and solutions to enable Appliance
Computing, a new Internet-based computing architecture targeted at business
customers that is designed to be simpler and easier than traditional PC-based
computing. Neoware's software and management tools power and manage a new
generation of smart computing appliances that utilize the benefits of open,
industry-standard technologies to create new alternatives to personal computers
used in business and a wide variety of proprietary business devices. Neoware's
products are designed to run local applications for specific vertical markets,
plus allow access across a network to multi-user Windows servers, Linux servers,
mainframes, minicomputers and the Internet. Computing appliances that run and
are managed by Neoware's software offer the cost benefits of industry-standard
hardware and software, easier installation, and have lower up-front and
administrative costs than proprietary or PC-based alternatives. More information
about Neoware can be found on the Web at www.neoware.com or via email at
info@neoware.com. Neoware is based in King of Prussia, PA.
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This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding
the acquisition of the ACTIV-e business, Neoware's continued focus on its core
business while it expands its business to provide high margin services and
complete solutions, the anticipated profitability of the acquired business,
increased market share, broader product offerings, the addition of knowledgeable
employees, the growth of the server-based computing market, the growth of
Neoware's revenues and profits, and enhancement of Neoware's leadership
position. 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 Neoware's ability to
consummate the acquisition and successfully integrate the ACTIV-e business,
Neoware's timely development and customers' acceptance of Neoware's appliance
computing products, pricing pressures, rapid technological changes in the
industry, growth of the server-based computing market, increased competition,
our ability to attract and retain qualified personnel, including the former
ACTIV-e employees, adverse changes in general economic conditions, 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, 2001.
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 CONTACT:
Vince Dolan
Neoware Systems, Inc.
610-277-8300 Ext. 101
vince.dolan@neoware.com
ACTIV-E CONTACT:
Tony DePaul
ACTIV-e Solutions
888-621-5494 Ext. 3004
tdepaul@activ-e.com