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MUSE TECHNOLOGIES ENTERS INTO DEFINITIVE AGREEMENT TO
ACQUIRE ADVANCED VISUAL SYSTEMS
(Albuquerque, NM, July 18, 2000 -- 6:30 a.m. EDT)
MUSE Technologies, Inc. (Nasdaq: MUZE), developer of advanced
perceptual computing and collaboration software, today announced that it has
executed a definitive agreement to acquire Advanced Visual Systems, Inc. (AVS),
an international leader in the field of data visualization. Under the terms of
the agreement, MUSE will issue a maximum of 2.1 million shares of MUSE common
stock (19% of outstanding shares) in exchange for all of the outstanding common
and preferred shares of AVS and a maximum of 1.3 million shares subject to
employee stock options. Additionally, MUSE will assume approximately $2 million
of convertible debt of AVS from Kubota Corporation.
The acquisition will be accomplished through the merger of AVS into a
wholly owned subsidiary of MUSE and is expected to be accounted for as a pooling
of interest transaction. The acquisition is subject to certain closing
conditions and approval of the stockholders of AVS. AVS management and certain
stockholders have agreed to vote their shares in favor of the transaction, which
is expected to close in Fall 2000.
Upon consummation of the acquisition, AVS will be renamed MUSE Advanced
Visual Systems and MUSE plans to relocate its corporate headquarters to Boston
and maintain sales, marketing and technical operations in Albuquerque,
Washington D.C, London, Manchester (UK) Frankfurt, Milan, Paris and Denmark.
Both companies also have sales employees who operate from a number of other
global cities.
According to Brian R. Clark, President of MUSE Technologies, "After
several months of planning and negotiation, we are extremely pleased to announce
the execution of a definitive agreement between MUSE and AVS. The Boards of
Directors, Management, and Employees of both companies are extremely
enthusiastic about forming one of the world's largest companies focused on data
visualization and perceptual computing software and solutions."
Russ Barbour, President and CEO of AVS, noted, "The synergies between
MUSE and AVS are quite compelling and we believe will produce a company of
tremendous potential. Management and staff from both companies have already
developed a host of sales, marketing and product strategies that we plan to
deploy as soon as possible."
"The combined capabilities of MUSE and AVS will offer customers in
every conceivable industry an unprecedented range of products, services and
long-range visualization strategy", added John Hough, Managing Director of MUSE
Technologies. "Together, the MUSE family companies possess nearly thirty years
of corporate history and industry experience. Our plan is
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to translate that knowledge into significant global business opportunities and
become the undisputed leader in 3D graphics technology."
Upon completion of the AVS acquisition, the MUSE family of companies
will include the Perceptual Computing group of MUSE Technologies, MUSE Advanced
Visual Systems, MUSE Virtual Presence, MUSE SimTeam, MUSE Simulation Solutions,
MUSEvrSource.com and MUSE Federal Systems Group. Together, these businesses are
focused on providing a broad range of graphics software, hardware, systems
integration and custom development solutions to corporate and government
customers in an array of industries.
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Information contained in this press release includes statements that are
forward-looking. Actual results could differ materially from those projected in
the forward-looking statements. Information concerning factors that could cause
actual results to differ materially from those in the forward-looking statements
is described in MUSE Technologies' Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1999 and the Company's March 31, 2000 10-QSB filing,
both of which are on file with the Securities and Exchange Commission.
