EXHIBIT 99
NEWS RELEASE
FOR IMMEDIATE RELEASE
MEDIA CONTACTS:
Michael Krems Arleen Porcell
[email protected] [email protected]
650.864.2210 305.512.1175
Vallee Hubbard-Bubak
[email protected]
831.440.0338
Commtouch Extends Corporate Messaging Solutions with
Agreement to Acquire Wingra Technologies
Wingra's Enterprise Migration Solutions and Directory Services Advance
Commtouch's Messaging Leadership into Fortune 1000 Market
MOUNTAIN VIEW, CA (NOVEMBER 2, 2000) -- Commtouch (Nasdaq: CTCH), a worldwide
leader in outsourced email and integrated messaging solutions, today announced
it has signed a definitive agreement to acquire Wingra Technologies, a leader in
providing messaging integration and migration solutions for enterprises that
want to transition from an existing to a new messaging platform. To complete the
acquisition, which is anticipated to close in the fourth quarter of 2000,
Commtouch will issue approximately 1.25 million ordinary shares.
Migration tools and integration expertise are the first critical steps in
outsourcing enterprise email and messaging systems. This acquisition further
advances Commtouch as a leading provider of integrated messaging solutions for
the corporate enterprise market and creates an end-to-end messaging integration
and migration solution for corporations and other providers of sophisticated
messaging solutions such as ASPs, ISPs, telcos, data centers and systems
integrators.
Wingra has earned a strong reputation in the messaging industry by developing
products and services for corporations and government agencies to enable
disparate email and messaging systems to communicate with one another and to
facilitate the process of migration from in-house to outsourced solutions.
Wingra's portfolio of migration tools and integration expertise enables any
enterprise, large and small, to migrate from one email system to another or
perform seamless standard-based migrations such as POP to POP and IMAP to IMAP.
Additionally, Wingra provides sophisticated technology and services to deal with
the complex enterprise directory issues. These include synchronization of
disparate directories for messaging systems, human resource systems, as well as
producing `Corporate White Pages.'
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Commtouch & Wingra 2/5
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"Corporations today are between a rock and a hard place - they want to get the
benefits that outsourcing their messaging platform can provide, but thus far
they have not had a cost-effective, reliable migration capability to move away
from their existing legacy infrastructure," said Gideon Mantel, Commtouch CEO.
"For the enterprise market and channels that provide messaging services,
migration is the critical gating item, or lever, for the corporate outsourcing
decision. Commtouch will now possess one of the industry's highest performing
messaging solutions and one of the industry's leading messaging systems
integration and migration tools. The winning combination enables us to offer an
end-to-end solution that can be implemented for even the largest enterprise in a
very short timeframe, bridging the migration challenge between old and new
technologies." Mantel said Commtouch plans to maintain and expand Wingra's
operations in Madison, Wisconsin.
"Wingra's migration solutions enable corporations to keep pace with the rapid
technological advances in the messaging market, and to capture the cost benefits
and productivity gains that can be realized by integrating their existing
messaging platform with an outsourced service," said Jan Eddy, president & CEO
of Wingra. "Together with Commtouch we bring the latest in end-to-end
communications and collaboration technologies and services to corporations
around the world and to the organizations that serve them, such as service
providers, data centers and systems integrators."
Said David Ferris of Ferris Research: "Commtouch has established itself as one
of the leading contenders for corporate messaging outsourcing, and Wingra is the
leader in messaging migration tools and services. This merger makes sense. It
provides companies with legacy messaging systems with a straightforward method
of moving to an outsourced, more functional environment. That should be
attractive to many organizations."
The combined company will offer a complete email and messaging solution that
includes a complete migration service. In addition to its own service, Commtouch
will offer the full suite of Wingra's enterprise products and services,
including: Enterprise Migrator(TM), EZ Migrator(TM), Missive(TM), and
NetJunction(TM), as well as its directory technology and expertise and will
continue to support all major email platforms including Lotus cc:Mail, Lotus
Notes, Microsoft Mail, Microsoft Exchange, Novell Group Wise and HP OpenMail.
Wingra has established itself as the migration expert, serving large
corporations directly and through a number of strategic partnership
arrangements. Wingra will operate as a wholly owned subsidiary of Commtouch and
will continue to provide its products and services through its varied
partnership channels.
Key Acquisition Benefits:
o Transaction will provide Commtouch with a key competitive advantage in
winning large channel partners as well as enterprise accounts. Migration
capabilities are a key consideration for an enterprise selecting an email
and messaging solutions provider.
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Commtouch & Wingra 3/5
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o Introduces Commtouch and Wingra solutions to their respective partners,
distributors and customers such as Intel Online Services, Exodus
Communications, Compaq, Time-Warner, United Airlines, Johnson Controls, The
Equitable, British Telecom, Software.com, Sun Microsystems, Swiss Bank,
Bristol Myers, Sumitomo, and various U.S. government agencies.
o Transaction will improve/accelerate Commtouch's path to profitability.
o Company expects the transaction, excluding amortization of goodwill, to be
accretive to 2001 estimates for revenue and proforma earnings per share.
Commtouch expects the additional revenue from Wingra in 2001 to be between
$6-8 million and the additional earnings in 2001 with pro forma net income
exclusive of amortization of goodwill of $0.03 to $0.04 per share.
Acquisition does not impact commitment to 2001 profitability in any
quarter.
o Consolidates complementary technologies in the corporate and enterprise
messaging marketplaces.
o During the migration process, Wingra's solutions allow the customer to
maintain continuous and seamless mail flow. They also provide complete data
integrity, predictable and reasonable expenses, and the ability to
centrally manage and administer the migration process.
Wingra's Enterprise Migrator(TM) Accelerates Commtouch Strategy in Corporate
Messaging Market
Businesses with existing complex messaging infrastructures can benefit
enormously by outsourcing and simplifying their existing email and messaging
systems. However, achieving this migration requires extremely sophisticated and
flexible methodology and technology. Enterprise Migrator provides the technology
foundation for complex migrations and supports the messaging systems used by
most corporations today such as Lotus cc:Mail, Lotus Notes, Microsoft Mail,
Microsoft Exchange and Novell Group Wise, among others. Enterprise Migrator
provides movement of user accounts, stored messages, folder structures, personal
address books and distribution lists between messaging systems. In addition, its
directory capabilities support the crucial automated updating and
synchronization of information residing in messaging and other corporate
directories, such as Human Resource systems.
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Commtouch & Wingra 4/5
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Wingra's Easy Migrator(TM) Serves Exploding ASP Market for Small to Medium
Enterprises
Small to medium sized enterprises can gain significant economies by outsourcing
their messaging systems. Like large enterprises, these companies also must have
a robust, sophisticated migration solution to obtain these savings. Unlike the
larger enterprises, small and medium organizations do not have staff dedicated
to the messaging systems nor can they justify significant professional services.
Easy Migrator supports migrations from the same messaging systems with similar
functionality to Enterprise Migrator. Easy Migrator provides the ASP Market with
a technology-only solution to permit cost-effective migrations for the small and
medium enterprise. It integrates with both the ASP's delegated administrative
Web interface and their billing and provisioning systems.
Conference Call Scheduled for Thursday, Nov. 2, at 7:00 a.m. Pacific Standard
Time
A conference call is scheduled to discuss Commtouch's acquisition of Wingra.
Gideon Mantel, CEO of Commtouch, Jim Collins, CFO of Commtouch, and Jan Eddy,
president & CEO of Wingra Technologies will host the discussion. Callers from
the U.S. can call 800-205-9958, reservation code# 16844545, password
"announcement." International callers can call 1-415-908-6292 using same
reservation code and password. The call will be simultaneously web-cast on
Commtouch's web site (Error! Bookmark not defined.) under the investor relations
portion of the site. A replay of the call can be accessed via the Commtouch
website for approximately one week following the call.
About Wingra
Wingra Technologies is an industry leader in providing messaging integration and
migration solutions for large enterprises. Wingra applies a decade of experience
in proprietary and standards-based messaging systems to deliver products that
simplify migrating users and content between disparate messaging systems,
including Lotus cc:Mail, Lotus Notes, Microsoft Mail, Microsoft Exchange, Novell
Group Wise and HP OpenMail.
Wingra Technologies is a privately held firm company based in Madison,
Wisconsin. Wingra's products include Enterprise Migrator(TM), and Easy
Migrator(TM) and the NetJunction(TM) and Missive(TM) message switch backbones.
Its worldwide installed base of customers includes public and private
organizations such as Time-Warner, United Airlines, Johnson Controls, British
Telecom, Software.com, Sun Microsystems, Swiss Bank, Bristol Myers, Sumitomo,
The Equitable and the U.S. Department of Justice.
For further information on Wingra Technologies messaging migration and
integration solutions, please call (800) 544-5465, visit the Company's web site
at www.wingra.com or send email to Error! Bookmark not defined..
-More-
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Commtouch & Wingra 5/5
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About Commtouch
Commtouch (Nasdaq: CTCH) is a worldwide leading provider of integrated email and
messaging solutions for service providers, enterprises, wireless carriers and
online businesses. Commtouch solutions provide superior levels of reliability,
scalability, security and performance to deliver high quality messaging services
designed to meet the rapidly evolving communication needs of today's business
world.
From online calendaring to advanced services like wireless access, video
streaming and collaboration, Commtouch solutions integrate best-of-breed
applications into its powerful core email platform.
Commtouch currently serves over 18 million end users and operates services in 26
languages in more than 180 countries.
Commtouch provides customized messaging solutions to a global customer and
alliance base of over 400 corporations, small to medium size enterprises, ASPs,
ISPs, CLECs, portals and online businesses, such as Asahi-Shimbun, Compaq,
Citibank, Ericsson, Exodus Communications, First USA, GoAmerica, Intel,
Microsoft, Toshiba, Tutopia, OpenGrid, Pixo and Yupi.
Commtouch employs 450 people, has its headquarters in Silicon Valley, and
offices in Los Angeles, New York City, Miami, London, Tokyo and Tel Aviv.
Further information about Commtouch and the Company's solutions can be obtained
at Error! Bookmark not defined..
This press release contains forward-looking statements, including projections
about our business, within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. For example,
statements in the future tense, and statements including words such as "expect",
"plan", "estimate", anticipate", or "believe" are forward-looking statements.
These statements are based on information available to us at the time of the
release; we assume no obligation to update any of them. The statements in this
release are not guarantees of future performance and actual results could differ
materially from our current expectations as a result of numerous factors,
including business conditions and growth in the Internet market; commerce and
the general economy both domestic as well as international; fewer than expected
new-partner relationships; competitive factors including pricing pressures;
technological developments; and products offered by competitors; availability of
qualified staff for expansion; and technological difficulties and resource
constraints encountered in developing new products as well as those risks
described in the Company's registration statement on Form 20-F filed with the
SEC which is available through Error! Bookmark not defined.
# # #
(C)2000 Commtouch Software, Ltd. All rights reserved.
Commtouch is a registered trademark of Commtouch Software Ltd.
Terms and product names in this document may be trademarks of others.
