ActiveCore Completes Acquisition of Cratos Technology Solutions Inc.
Acquisition is projected to add $7.5 million in revenue in 2005
TORONTO, March 16, 2005 - ActiveCore Technologies Inc. (OTC BB: ATVE) announced
today that it has finalized its acquisition of Cratos Technology Solutions Inc.
Cratos is a software solutions company specializing in international banking and
transaction processing software sales and integration. ActiveCore will pay
approximately CAD$2.7 million in cash and ActiveCore stock to complete the
acquisition.
ActiveCore President & CEO, Mr. Peter Hamilton stated, "The acquisition of
Cratos is a major milestone for ActiveCore. This acquisition completes the first
of two major acquisitions for 2005 and will be instrumental in adding critical
mass to our data integration operations in North America and will further
solidify our market position within the European market. The combination of our
current United Kingdom operation under the Twincentric banner with Cratos'
operations will give ActiveCore a solid blue-chip customer base establishing
long-term relationships and recurring revenues."
Under the terms of the Cratos Agreement, ActiveCore will issue approximately 8.9
million shares at USD$0.223 (the 20 day average closing price) and pay
CDN$200,000 for 100% of the shares and the intellectual property of Cratos. A
significant portion of the issued shares will be subject to a contractual
lock-up that will release the issued shares over a 24-month period. Under the
terms of the Cratos Agreement, the issued share portion of the purchase price
may be adjusted based on Cratos' net income achievement during the next 24-month
period.
Since its inception five years ago, Cratos has recorded average annual sales
revenues of approximately CAD$5,000,000 with an average EBITDA of approximately
$500,000. Cratos currently projects 2005 sales revenues to be approximately
$7,500,000 with an EBITDA of $800,000.
Andrew Wickett, CEO of Cratos said, "We are very excited about officially
joining the ActiveCore team and believe that this synergistic relationship will
allow Cratos to offer its clients a whole new array of products and services,
resulting in increased sales. This new relationship will undoubtedly help to
expedite the growth of both organizations."
Following the issuance of shares for CRATOS there will be approximately
58,900,000 common shares of ActiveCore outstanding with approximately 20,000,000
in the public float. Employees, management and other affiliates hold
approximately 65% of the outstanding shares.
Mr. Hamilton further commented, "I would like to reiterate for the record that
we anticipate fiscal 2005 to be an extraordinary year for growth and sales. It
is projected that ActiveCore will generate between $18-$20 million in revenues
and will enjoy profit after income tax of approximately $3.5-$4 million for an
estimated earnings per share of 6 to 7 cents a share, based on the projected
average number of outstanding common shares for 2005."
This press release is available on the company's official online investor
relations site for investor commentary, feedback and questions. Investors are
asked to visit http://www.agoracom.com and view the "ActiveCore" IR Hub.
Alternatively, investors can e-mail AGORA Investor Relations directly at
ATVE@Agoracom.com.
About Cratos Technology Solutions Inc. (http://www.CRATOS.ca) - Cratos,
established in 1997, is a private company headquartered in Oakville, Ontario, a
suburb of Toronto. CRATOS is a software solutions company specializing in
international banking and financial transaction processing. The majority of
CRATOS clients consist of banks and financial institutions who use the
processing software for services such as Visa(r), MasterCard(r), Eurocard(r),
Smart cards, debit cards, other credit cards, store cards, private label cards
and loyalty based products. Revenues are primarily generated from large
financial institutions throughout North America, Europe and Australia. Projects
undertaken by CRATOS usually extend from a few months to over one year in
duration.
About ActiveCore Technologies Inc. (http://www.activecore.com) - ActiveCore
Technologies Inc. formerly IVP Technology Corporation, operates a group of
subsidiaries and divisions in the US, UK and Canada that offer a Smart
Enterprise Suite of products and services. We integrate, enable, and extend
functions performed by current and legacy IT systems and facilitate mass
corporate messaging through our ActiveCast product set. Our products encompass
web portals, enterprise middleware, mobile data access, data management and
system migration applications. ActiveCore operates under the trade names of MDI
Solutions, C Comm Communications Inc. and Twincentric Limited. ActiveCore
services clients in healthcare, financial services, government and manufacturing
worldwide.
Statements contained in this news release regarding ActiveCore Technologies Inc.
formerly IVP Technology and planned events are forward-looking statements,
subject to uncertainties and risks, many of which are beyond ActiveCore's
control, including, but not limited to, reliance on key markets, suppliers, and
products, currency fluctuations, dependence on key personnel and trade
restrictions, each of which may be impacted, among other things, by economic,
competitive or regulatory conditions. These and other applicable risks are
summarized under the caption "Risk Factors" in ActiveCore's Registration
Statement on Form SB-2 filed with the Securities and Exchange Commission on
January 4, 2005. Forward-looking statements by their nature involve substantial
risks and uncertainties. As a result, actual results may differ materially
depending on many factors, including those described above.
Contact:
AGORA Investor Relations
ATVE@agoracom.com http://www.agoracom.com
(Select "ActiveCore" Forum)