Intrinsyc to Acquire Certain Assets of Destinator Technologies
* Reuters is not responsible for the content in this press release.
VANCOUVER, BRITISH COLUMBIA, May 20 (MARKET WIRE) --
Intrinsyc Software International, Inc. (TSX: ICS), a global wireless
software solutions provider, today announced that it has entered into an
asset purchase agreement to acquire certain assets and operations of
Destinator Technologies Inc. (Destinator), a provider of wireless
software for global positioning system (GPS) devices and navigation
software for wireless handsets. The acquisition is subject to court
administered restructuring proceedings in Canada and the United States
involving Destinator and certain of its affiliates and is expected to
take six to eight weeks to complete.
The assets which, upon approval, Intrinsyc will acquire include a highly
skilled wireless software development center in China, an advanced
development center in Israel, existing navigation and wireless software
products and seventeen patents granted or pending. Under the terms of the
agreement Intrinsyc will only assume facilities for Destinator's two
development locations, Beijing, China and Herzliya, Israel, and will not
assume other financial liabilities of the company. Intrinsyc plans to
integrate these technical operations, as well as selected key personnel
in other functions, within the existing Intrinsyc leadership structure,
thereby lowering operating costs and capturing synergies quickly.
"This transaction delivers critical engineering and development resources
that will lower Soleus development costs and increase engineering
capacity that will accelerate Intrinsyc's growth as a wireless software
solution provider," said Glenda Dorchak, Chairman and Chief Executive
Officer of Intrinsyc Software. "Destinator has built a deeply talented
technical team which has a proven track record in delivering wireless and
handheld navigation software products. With the acceleration of the
transition from standalone personal navigation devices (PNDs) to
navigation in wireless phones and connected PNDs, we see a tremendous
opportunity to marry their navigation technology with our Soleus software
such that it will increase our addressable market and accelerate
Intrinsyc's wireless software revenues. We also expect synergies with
Destinator and Soleus customers which will expand the market opportunity
for both product families."
Destinator's customers include tier one Original Equipment Manufacturers
(OEMs), such as Motorola, Inc., with whom they have collaborated in the
development of navigation technologies for the MOTO Ming and MOTO ROKR E6
series mobile phones. Destinator navigation software is compatible with
all major operating systems and can be easily customized to work on any
hardware vendor's platform across the Windows(R) Embedded CE, Windows
Mobile(R), Symbian(R), and Linux operating systems.
Ms. Dorchak concluded, "This transaction structure enables Intrinsyc to
assume specific strategic assets and customer engagements, along with key
personnel, that are a strong complement to our own operations.
Intrinsyc's experienced leadership team is able to improve the value
capture of the combined products and technologies, grow the customer base
for both the Soleus and Destinator products and improve our software
revenues and gross margins faster than our current resources allow. We
have structured a transaction to enable us to maintain a healthy balance
sheet which will support integration and ongoing operations of the
collective business. We expect to provide further information on
financial assumptions following successful completion of the auction
process and the deal closing."
Terms of the Agreement
Under the terms of the transaction, Intrinsyc will pay CDN $8.5 million
in cash or assume of liabilities of Destinator, as well as issue 11.0
million Intrinsyc common shares from treasury. All common shares issued
pursuant to this transaction will be subject to a six-month lock-up
agreement.
To assist Destinator in meeting its working capital requirements during
the restructuring process, prior to the close of the transaction,
Intrinsyc will advance up to U.S. $2.0 million to Destinator in the form
of debtor in possession interest-bearing financing secured by a
court-ordered super-priority charge on Destinator's Canadian and U.S.
assets. The amount advanced by Intrinsyc under the facility is to be
credited against the purchase price on closing or repaid from the
proceeds of sale should Intrinsyc not be the successful bidder.
The acquisition is subject to higher bids to be solicited in an auction
process (in which Intrinsyc may participate) that will be administered by
the courts in Canada and the United States overseeing Destinator's
restructuring process. The acquisition is also subject to customary
closing conditions and the issuance of court orders vesting Destinator's
assets in Intrinsyc. Accordingly, the closing of the acquisition is not
expected to occur until July 2008. If unsuccessful in its offer,
Intrinsyc is eligible to receive a break fee equal to three per cent of
the purchase price and the reimbursement of certain transaction-related
expenses.
Subject to transaction approval by the courts, Intrinsyc intends to
integrate each of Destinator's development teams and utilize a portion of
Destinator's business operations to build out Intrinsyc's wireless
software solution capabilities globally.
Conference Call and Slide Presentation Information
Intrinsyc will host a conference call on Tuesday, May 20, 2008 at 5:30
a.m. Pacific Time (8:30 a.m. Eastern Time). This conference call will be
broadcast live over the Internet with a slide presentation and may be
accessed by all interested parties on the Investor section of Intrinsyc's
web site. On the call, Glenda Dorchak, Chairman and Chief Executive
Officer, and George Reznik, Chief Financial Officer, will discuss the
proposed Destinator transaction. Investors and analysts are invited to
participate on the call. To listen to the live call, please go to the
Investor section of Intrinsyc's web site at least fifteen minutes prior
to the start of the call to register, download, and install any necessary
audio software.
When: Tuesday, May 20, 2008
Time: 5:30 a.m. PT / 8:30 a.m. ET
Dial In: 1-866-400-2280; outside of the U.S. 416-850-9143
Live web cast: http://www.intrinsyc.com/investors/conference_calls.aspx
For those unable to participate in the live conference call, a replay
will be available shortly after the completion of the call and will be
available on Intrinsyc's web site for approximately 3 days. The replay
number is 1-866-245-6755 with a pass code of 766543. International
callers should dial 416-915-1035 and enter the same pass code at the
prompt.
About Destinator
Destinator develops, markets and sells software that enables GPS
navigation functionality in a variety of devices such as mobile phones,
smart phones, personal digital assistants (PDAs), PNDs and in-dash
after-market automobile navigation systems. Destinator's software is
compatible with all major device operating systems and can be easily
customized to work on any hardware vendor's platform. Its leading
software products - Destinator PND, Destinator SDK and Destinator
TrafficSam - offer flexibility and customization potential to OEMs and
wireless vendors. In addition to its software products, Destinator offers
full marketing and sales support on a global basis. Founded in 2003,
Destinator maintains offices in the United States, Canada, Germany,
Israel, Taiwan and China. Destinator was awarded for the second time the
"BEST Partner Award 2007" by Motorola's China R&D Centre for the
development of tailor-made navigation software for Motorola at the fourth
annual Motorola China Technology Symposium in October 2007.
About Intrinsyc Software International, Inc.
Intrinsyc provides wireless software solutions that enable
next-generation handheld products, including mobile handsets, smartphones
and converged devices. The company's software products, engineering
services, and years of expertise help device makers, service providers,
and silicon providers deliver compelling wireless products with faster
time-to-market and improved development cost. Intrinsyc is the licensor
of the Soleus(TM) software platform based on Windows(R) Embedded CE for
consumer handset development. Intrinsyc is a Microsoft(R) Windows(R)
Embedded Gold Partner, the 2007 Windows Embedded Excellence Award winner
for System Integrator, a Symbian Competence Center and a Symbian Platinum
Partner. Intrinsyc is publicly traded on the Toronto Stock Exchange
(symbol: ICS) and headquartered in Vancouver, Canada with offices in the
United States, United Kingdom, Taiwan and Barbados. For more information,
please visit www.intrinsyc.com.
(R) Intrinsyc, Soleus and their respective logos are trademarks,
registered and otherwise, of Intrinsyc Software International, Inc. in
Canada, European Union, Taiwan, U.S.A. and other jurisdictions. Other
products and services mentioned in this document are identified by the
trademarks or service marks of their respective companies or
organizations.
Forward-Looking Statements
This press release contains statements, which to the extent that they are
not recitations of historical fact, may constitute forward-looking
information. Such forward-looking statements may include financial and
other projections as well as statements regarding the Company's future
plans, objectives, performance, revenues, growth, profits, operating
expenses or the Company's underlying assumptions. Forward-looking
statements are frequently, but not always, identified by words such as
"expects", "anticipates", "believes", "intends", "estimates", "predicts",
"potential", "targeted", "plans", "possible" and similar expressions, or
statements that events, conditions or results "will", "may", "could" or
"should" occur or be achieved. These forward-looking statements include,
without limitation, statements about the Company's market opportunities,
strategies, competition, expected activities and expenditures as the
Company pursues its business plan, the adequacy of the Company's
available cash resources and other statements about events, conditions or
results that may occur in the future. Forward-looking statements are
statements about the future and are inherently uncertain, and actual
achievements of the Company or other future events or conditions may
differ materially from those reflected in the forward-looking statements
due to a variety of risks, uncertainties and other factors, such as
business and economic risks and uncertainties, including the risks and
uncertainties set out in the Company's Annual Information Form. The
Company's forward-looking statements are based on the beliefs,
expectations and opinions of management on the date the statements are
made, and the Company does not assume any obligation to update
forward-looking statements if circumstances or management's beliefs,
expectations or opinions should change, except as required by law. For
the reasons set forth above, persons reading this press release should
not place undue reliance on forward-looking statements.
Contacts:
Shelton Group
Beverly Twing
Investor Relations
(972) 239-5119 ext. 126
Email: btwing@sheltongroup.com
Intrinsyc Software International, Inc.
Brad Zaytsoff
Media Contact
(604) 648-4038
Email: bzaytsoff@intrinsyc.com
Website: www.intrinsyc.com
Copyright 2008, Market Wire, All rights reserved.
-0-
Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.


Follow Reuters