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FORM 27
MATERIAL CHANGE REPORT UNDER
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
ITEM 1. REPORTING ISSUER
The full name of the reporting issuer is 724 SOLUTIONS INC. whose
principal office is located at 4101 Yonge Street, Suite 702, Toronto,
Ontario, M2P 1N6.
ITEM 2. DATE OF MATERIAL CHANGE
The effective date of the material change herein reported is
September 12, 2000.
ITEM 3. PRESS RELEASE
The press release issued pursuant to section 75(1) of the Securities
Act (Ontario) was issued before the opening of The Toronto Stock
Exchange on September 13, 2000 at Toronto, Ontario. The press
release was widely disseminated.
ITEM 4. SUMMARY OF MATERIAL CHANGE
724 Solutions Inc. ("724 Solutions") closed its acquisition of
Spyonit.com, Inc. ("Spyonit.com") on the evening of September 12,
2000. 724 Solutions acquired all of the shares of Spyonit.com in
exchange for U.S.$2 million cash and 1,041,616 of its common shares.
Based on the closing price on the Nasdaq National Market on September
12, 2000, and including contingent costs associated with key employee
retention, the transaction will have a value of approximately
U.S.$53.4 million.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
The material change is described in the press release dated September
13, 2000 attached hereto which is hereby incorporated by reference
herein.
ITEM 6. CONFIDENTIAL REPORT
Not applicable.
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ITEM 7. OMITTED INFORMATION
No significant facts have been omitted from this report.
ITEM 8. SENIOR OFFICER
Further information regarding the matters described in this report
may be obtained from Christopher Erickson, President and Secretary,
who is knowledgeable about the details the material change and may be
contacted at (416) 226-2147.
THE FOREGOING ACCURATELY DISCLOSES THE MATERIAL CHANGE REFERRED TO HEREIN.
THIS REPORT IS EXECUTED AT TORONTO, ONTARIO THIS 13th DAY OF SEPTEMBER, 2000.
"Christopher Erickson"
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Christopher Erickson
President and Secretary,
724 Solutions Inc.
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FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION, PLEASE CONTACT:
Ray McManus Stephen Rouse Monica Zaied
Public Relations Maverick PR Investor Relations
724 Solutions Inc. for 724 Solutions 724 Solutions Inc.
416.228.8191 416.640.5518 416.228.2369
[email protected] [email protected] [email protected]
724 Solutions acquires Spyonit.com
INTEGRATION OF ALERTS TECHNOLOGY ANSWERS THE GROWING NEED FROM CUSTOMERS TO
HAVE PERSONALIZED INFORMATION ANYTIME, ANYWHERE, ON ANY DEVICE
TORONTO, ON (SEPTEMBER 13, 2000) - Leading Internet infrastructure software
developer, 724 Solutions Inc. (NASDAQ: SVNX; TSE: SVN), today announces it
has acquired Chicago-based Spyonit.com, Inc., a leading developer of
Web-based monitoring and notification technology. Spyonit.com's alert
software adds to 724 Solutions' vision of offering a comprehensive,
customized end-user experience for financial institutions' customers.
724 Solutions will acquire all of the outstanding shares of Spyonit.com in
exchange for U.S. $2 million cash and 1,041,616 of its common shares. Based
on the closing price on the Nasdaq National Market on September 12, 2000, and
including contingent costs associated with key employee retention, the
transaction will have a value of approximately U.S. $53.4 million.
Spyonit.com was founded in October 1999 to make it easy for users to stay on
top of the things they care about - even while they're away from their
computer. The company's infrastructure software monitors the Internet and
other content sources for items of interest such as stock prices, product
sales, or auction bids. When appropriate content is detected, the
Spyonit.com system delivers smart notifications to the user through a variety
of Internet-accessing devices, such as cell phones and personal digital
assistants.
"Spyonit.com allows us to broaden the range of alert services our Financial
Services Platform supports, complements our LiveClips aggregation solution,
and adds a compelling standalone offering to our product portfolio," said
Greg Wolfond, chief executive officer, 724 Solutions. "Financial institutions
see this technology as critical as it provides an excellent entry point for
mobile transactions as well being a 'sticky' service that keeps customers
coming back again and again."
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Spyonit.com's alert technology and management team will provide the platform
and expertise for what will become 724 Solutions' "Tell Me When" offering -
presenting consumers with personalized alerts on informational events when
they occur, and eventually enabling them to complete transactions based on
that information. Spyonit.com's technology will enable 724 Solutions'
Financial Services Platform (FSP) to support e-commerce alerts from merchant
Web sites and account alerts from financial institution data.
In addition, the Spyonit.com business unit will independently target other
market segments including media/news and entertainment, healthcare, portals,
search engines and other enterprise categories.
Dick Costolo, chief executive officer and president of Spyonit.com said, "724
Solutions offers us outstanding technology, talent, culture, and strategic
vision that will enable us to accelerate our market penetration."
According to Costolo, the proliferation of connected Internet devices is
changing the way people receive and interact with information. Spyonit.com is
poised to lead in the development of alerts infrastructure software and
tools, changing the very nature of information exchange. In a recent survey
of the U.S. market Forrester Research reported that over 60 percent of people
who use Internet-enabled devices want notifications on discounts and
promotions. Additionally, International Data Corporation reports that there
are almost 70 million U.S. Internet-enabled devices capable of receiving
alerts.
Currently, Spyonit.com (www.Spyonit.com) is working with Morningstar and
other news and financial content providers to deliver personalized
notifications to Internet devices. Spyonit.com was recognized in the "10
Internet Essentials" category under the "50 Most Incredibly Useful Sites"
list in the July 2000 issue of YAHOO! INTERNET LIFE MAGAZINE.
ABOUT 724 SOLUTIONS INC.
724 Solutions provides an Internet infrastructure solution to financial
institutions that enables them to offer personalized and secure mobile
banking, investment, and e-commerce services across a wide range of
Internet-enabled wireless and consumer electronic devices. The company
provides end-to-end customer support through its global application hosting
and contact center services. 724 Solutions' customers comprise world-class
financial institutions whose combined customer bases total 165 million. 724
Solutions' common shares are listed on the NASDAQ National Market (SVNX) and
the Toronto Stock Exchange (SVN). Headquartered in Toronto, Canada, the
company has offices in London, Paris, San Francisco, Santa Clara, Sydney, and
Tokyo. For additional information visit www.724.com (http://www.724.com/).
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This press release contains statements of a forward-looking nature. These
statements are made under the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. You can identify these
forward-looking statements by terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes," "estimates" and
similar expressions. The accuracy of these statements may be impacted by a
number of business risks and uncertainties that could cause actual results to
differ materially from those projected or anticipated, including risks
related to: the risk that technologies for the delivery of financial or
e-commerce services over the Internet and wireless networks will not be
developed or be attractive to consumers as anticipated; the risk that 724
Solutions will not successfully deploy or operate services (including
Spyonit.com's alert notification services) based upon the 724 Solutions
Financial Services Platform; the risk that Spyonit.com's services will not be
able to be profitably independently marketed and other risks outlined in 724
Solutions' SEC filings, and filings with Canadian Securities Administrators,
including but not limited to 724 Solutions' registration statement on Form
F-1, prospectuses, material change reports, Annual Information Form, Form
20-F, Management Information Circular, or filings on Form 6-K. 724 Solutions
and Spyonit.com do not undertake any obligation to update this
forward-looking information, except as required under applicable law.
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