Englewood, Colorado, November 2 (ots/PRNewswire) -
- Privately Held Tertio Adds Complementary Product Mix, Large
International Customer Base and Positive Operating Cash Flow
ENGLEWOOD, Colorado, November 2 /PRNewswire/ --
- Third Acquisition in 12 Months Transforms Evolving Systems Into
Global Provider of Software and Solutions for Telecom Carrier Market
Evolving Systems, Inc. (Nasdaq: EVOL), a leading provider of
innovative software solutions and services to the wireless, wireline
and IP carrier market, today announced the acquisition of UK-based
Tertio Telecoms, Ltd., a privately held supplier of operations
support systems (OSS) software solutions to communication carriers
throughout Europe, the Middle East, Africa and Asia. With a worldwide
customer base that includes such telecom leaders as Vodafone,
Hutchison 3G, Telewest Broadband and T-Mobile, Tertio is a growing
company with a strong product offering and an impressive network of
industry partners. Visit http://www.telco-tertio.com.
The acquisition, which is the third and largest acquisition by
Evolving Systems over the past 12 months, transforms Evolving Systems
from a North American leader in OSS into a diversified global
provider of OSS software and services to wireline, wireless, cable
and IP customers.
The transaction was closed on November 2, 2004 at an approximate
value of US$40.7 million, consisting of US$11.0 million in cash,
approximately US$16.0 million in seller-financed notes and
approximately US$13.7 million in convertible preferred stock. Q
Advisors LLC, based in Denver, Colorado, acted as exclusive financial
advisor to Evolving Systems in connection with the transaction.
Evolving Systems may call a special stockholders' meeting in early
2005 to vote on management's plan to convert some of the seller
financed debt to a convertible note which, if converted,
significantly strengthens the Company's balance sheet by reducing
long-term debt and related interest costs. If the special
stockholders' meeting is called, details will be provided in a
separate news release.
"In the telecom software industry, it is difficult to grow your
business without having a global customer base and a product
portfolio that allows for cross-selling opportunities," said Sanjay
Mewada, vice president with the Yankee Group. "Today communications
service providers (CSPs) are looking to do business with fewer
vendors. In order to continue to grow, companies like Evolving
Systems must provide a broader set of integrated products and
services that will help CSPs both manage their costs and improve
their customers' experience."
"The Tertio acquisition is a transforming event for Evolving
Systems as we become a company with global reach and a customer base
that includes many of the world's leading communications carriers,"
said Stephen Gartside, president and chief executive officer of
Evolving Systems. "Together, we'll offer our customers new and
innovative solutions that meet their critical operational needs in
the areas of service activation, network mediation and number
management. As a larger company with a global orientation, we have
the potential to accelerate growth, drive higher profitability and
build shareholder value."
Gartside noted that Tertio's activation and mediation solutions,
Provident(TM) and Evident(TM), fit well with elements of Evolving
Systems' portfolio, strengthening the Company's current network
mediation and service assurance offerings. The combined companies
will provide an integrated service delivery platform that will speed
a carrier's introduction and support of new offerings while at the
same time reducing operational touch and costs. "We are particularly
excited about the growth prospects for Tertio's wireless activation
and network mediation solution that address high-growth areas of
VoIP, DSL, cable/broadband and 3G," he added.
Commenting on the transaction, Nigel Clifford, former CEO of
Tertio Telecoms and now executive vice president at Evolving Systems,
said, "We are very pleased to have joined forces with Evolving
Systems. Indeed, the new combination provides answers to Tertio's
strategic quest to extend its class-leading portfolio from its
established markets of Europe, the Middle East, Africa and Asia
Pacific to the other side of the Atlantic and add further solutions
to our distribution channels." He added, "It's clear that both
Evolving Systems and Tertio share a strong belief in "delighting" our
customers through outstanding people and products. During our
extensive discussions on this opportunity, it has become more and
more evident that we can accelerate our success much more
dramatically as a combined entity."
Tertio, headquartered in London, England, is a profitable, growing
company with proven management and technical teams assembled over its
15-year history. In 1999 Tertio de-merged from Tertio Ltd. and became
Tertio Telecoms, and is now exclusively focused on providing
world-class solutions to communications companies on a global basis.
Tertio recorded profitable results on revenue of approximately
US$19.7 million, or pounds Sterling 10.8 million, in 2003. Tertio's
principal stockholders were private equity groups Advent
International and Apax Partners. Peter Skinner, a partner with Apax
Partners, has joined Evolving Systems' board as part of the
@@start.t1@@ Evolving Systems/Tertio combination highlights:
- An international installed customer base with a presence in 37
countries in the Americas, Europe, Africa and Asia.
- 50+ carrier customers in the wireline, wireless and cable/broadband
- Mission critical software solutions supporting more than 75 million
subscribers and 325 million access lines worldwide.
- Combined product portfolio that includes applications for service
activation, network and billing mediation, service assurance, as well
as number porting and management.
- A global partnership roster that includes Accenture, Alcatel, Nortel,
- Worldwide product R&D capability across three continents -- North
America, Europe and Asia.
- 230+ employees.@@end@@
Integration Strategy and Guidance
Evolving Systems expects the two companies to be substantially
integrated by mid 2005 with next generation offerings for the
worldwide carrier market starting in late 2005. The Company plans to
organize into three market units focused on activation, mediation and
assurance, and number management and portability. The Company will
have an integrated development organization and a geographically
focused worldwide sales force and support organization. Due to the
costs associated with the integration activities, the Company expects
to achieve modest profitability in 2005, before acquisition charges,
on a projected US$48 million to US$51 million in combined revenue,
inclusive of the recently announced acquisition of Telecom Software
Enterprises, LLC. For 2004 Evolving Systems expects revenue of US$25
million to US$27 million and profitability prior to any charges
related to the 2004 acquisitions and related acquisition accounting.
The Company's objective for 2006 is to accelerate its growth in
activation, mediation and assurance and number management and
portability, with a goal to achieve 10-12% top line growth with
increased profitability resulting from the benefits of fully
integrating the acquired businesses.
@@start.t2@@ Conference Call Reminder
Evolving Systems will conduct a conference call on November 4th at
2:15 p.m. MT in which management will discuss third quarter results as
well as details of the Tertio acquisition.
- Call +1-800-218-8862 for domestic toll free
- Call +1-303-262-2190 for Denver and international
- Conference I.D. number is 11013259
- Telephone replay through November 18, 2004 at +1-800-405-2236 or
+1-303-590-3000, passcode 11013259#.
- Webcast, go to www.evolving.com. Replay available through
December 4, 2004.@@end@@
About Evolving Systems
Evolving Systems, Inc. (Nasdaq: EVOL) enables wireline, wireless
and IP customers by providing innovative software solutions and
services. Founded in 1985, the Company provides local number
portability, number inventory, network mediation and service
assurance solutions to some of the largest telecommunication service
providers in North America. Evolving Systems is headquartered in
Englewood, CO with development centers in Columbus, OH and Bangalore,
India. For more information, http://www.evolving.com
About Tertio Telecoms
Tertio Telecoms is a successful international provider of OSS
(Operations Support Systems) software that delivers real efficiency
and cost benefits to its customers. The company's
provisioning/activation and mediation software enables operators to
improve the efficiency of delivering and charging for new services
over new technologies. Tertio's agile solutions are endorsed by some
of the world's leading network operators, including companies in the
3, T-Mobile and Vodafone groups, Telewest Broadband, Tele2, and
Inmarsat. Its solutions are deployed in 55 networks in 37 countries.
Tertio, which has a strong heritage of product development, has a
reputation as an expert and reliable partner both to its customers
and to systems integrators. The company achieves consistently high
scores in its annual customer satisfaction survey. For more
information, visit http://www.telco-tertio.com
About Advent International
Advent International is one of the world's largest private equity
firms, with euro 4.8 billion (US$6 billion) in cumulative capital
raised and offices in 13 countries across North America, Europe,
Latin America and Asia Pacific. Since its founding in 1984, Advent
has invested in over 500 companies and has helped businesses raise
euro 8 billion (US$10 billion) through public equity and debt
offerings. These include 130 IPOs on major stock exchanges worldwide.
A highly experienced telecoms investor, Advent has invested in over
70 communications companies. Visit www.adventinternational.com.
About Apax Partners
Apax Partners is one of the world's leading private equity
investment groups, operating across Europe, Israel, the United States
and Japan. With over 30 years of direct investing experience, Apax
Partners' Funds provide long-term equity financing to entrepreneurs
to build and strengthen world-class companies. It pursues a balanced
equity portfolio strategy, investing in venture capital and buy-outs.
Apax Partners' Funds invest in companies across its six chosen global
sectors of information technology, telecommunications, healthcare,
media, financial services, retail and consumer. For additional
information, visit the website at http://www.apax.com.
This news release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995,
based on current expectations, estimates and projections that are
subject to risk. The forward-looking statements in this document
include statements about future financial and operating results and
the impact of the Company's acquisitions of Tertio Telecoms and
Telecom Software Enterprises. These statements are based on our
expectations and are naturally subject to uncertainty and changes in
circumstances. Readers should not place undue reliance on these
forward-looking statements, and the Company may not undertake to
update these forward-looking statements. Actual results could vary
materially from these expectations. The following factors, among
others, could cause actual results to differ materially from those
described in this press release: the risk that the Company's and
Tertio's businesses will not be integrated successfully; the costs
related to the acquisition; and other economic, business, competitive
and/or regulatory factors affecting Evolving Systems' and Tertio's
For a more extensive discussion of the Company's business, please
refer to the Company's Form 10-K filed with the SEC on March 24, 2004
as well as subsequently filed Form 10-Q and 8-K reports.
Web site: http://www.telco-tertio.com
Web site: http://www.adventinternational.com
Web site: http://www.apax.com
Web site: http://www.evolving.com
ots Originaltext: Evolving Systems, Inc.
Im Internet recherchierbar: http://www.newsaktuell.ch
Investor Relations, Jay Pfeiffer of Pfeiffer High Investor Relations,
Inc., +1-303-393-7044, email@example.com, for Evolving Systems,
Inc.; or Public Relations, Dan La Russo of Ogilvy Public Relations
Worldwide, +1-212-880-5315, firstname.lastname@example.org, for Evolving