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UNICOMP INCORPORATED ANNOUNCES LETTER OF INTENT
WITH CALIFORNIA SOFTWARE CORPORATION
THE COMBINED ENTITY PROJECTS ANNUALIZED REVENUES OF APPROXIMATELY $27 MILLION
AND A STRONG BALANCE SHEET WITH CASH AND CASH EQUIVALENTS OF $7.5 MILLION
MARIETTA, GA -- November 8, 2000 -- UNICOMP INC. (NASDAQ: UCMP), a provider of
retail e-business solutions and innovative business software solutions for small
and medium-sized companies, retailers and system integrators today announced
that it has entered into a Letter of Intent to merge with California Software
Corporation (OTCBB: CAWC). California Software is a leading provider of
award-winning IBM midrange migration products marketed under the brand name
BABY.
The merger is subject to the customary closing conditions, including
shareholder and regulatory approval. The combined companies project annualized
revenues of between $26 and $30 million and a strong balance sheet with cash and
cash equivalents of approximately $7.5 million.
The combined strengths of UniComp and California Software will represent
what is believed to be the world's largest provider of IBM System/36 and AS/400
migration products. UniComp's strengths lie in its ability to provide Fortune
500 companies and large AS/400 ISVs (Independent Software Vendors) with the most
technologically advanced rehosting tools for migrating IBM AS/400
platform-specific applications to UNIX, Linux, and Windows NT platforms and its
strong international sales, marketing and support infrastructure. California
Software targets mid to small domestic users requiring the migration of their
IBM System/36 and AS/400 platform-specific applications to a Windows-based PC
network platform. This strategy along with its easy-to-use, cost-effective
solution has allowed California Software to become the predominate provider in
its target market.
"The combination of our rehosting technologies represents only a
portion of the benefits to be derived from this merger," commented UniComp
President and CEO Stephen A. Hafer. "We will now have the ability to incorporate
California software's e-commerce and B2B technology with our web-enablement and
transaction processing capabilities allowing the Company to accelerate its
product development and growth strategy which includes the ability to provide
web-enabled ASP solutions for COBOL and RPG
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legacy applications." According to the November/December issue of SELLING AS/400
SOLUTIONS, the ASP market is projected to generate revenues in excess of $25
billion by 2004.
"This partnership with the UniComp team will greatly enhance our
marketing capabilities for our B2B and e-commerce technology while providing the
vehicle to joint and cross market with the most formidable competition to our
BABY/36 and BABYAS/2000 rehosting products," said California Software CEO Bruce
Acacio. "UniComp's international infrastructure and sophisticated
multiple-platform rehosting technology combined with our strong presence in the
Windows 2000 space will provide the necessary components to expedite our
existing growth plans and capture market share. This merger will also assist in
lowering our overhead as we complete the integration of our sales and marketing
groups and combine administrative functions," added Acacio.
"With the strengthening of our software solutions division, we have
begun investigating the long -term benefits to be gained by the Company and our
shareholders from the potential spin-off of our wireless retail technologies
group." said Hafer. "We have a technological as well as marketing advantage with
our family of customer activated kiosks and, to maximize the full potential of
this technology, we should have a fully-focused management team and the funding
necessary to seize a dominant position in this market. This strategy could be
more efficiently accomplished by establishing a separate company with funds
raised through the capital markets."
ABOUT CALIFORNIA SOFTWARE CORPORATION
California Software Corporation is the worldwide leader in IBM Midrange
migration software solutions. The Company's products, marketed under the brand
name BABY, support the migration of IBM AS/400 screens and applications to
Windows and the Web.
ABOUT UNICOMP
UniComp, Inc. is a provider of retail e-business solutions, customer-activated
wireless devices and software solutions for companies, resellers and system
integrators worldwide. The retail e-business solutions include (1) a full suite
of e-business solutions and services including secure Internet and/or
bricks-and-mortar transaction processing, web development and hosting and (2) a
family of customer-activated wireless devices to enhance the retail shopping
experience and reduce overhead costs. The software applications and services
include a comprehensive suite of systems management software for IBM AS/400
users and two platform migration products for transitioning IBM System/36 and
AS/400 applications to open-system platforms such as Windows NT, UNIX and Linux.
UniComp's customer list includes Coca-Cola, Symbol Technologies, Kyrus
Corporation, Systech Retail Systems, DHL Worldwide Express, and BMW Motors.
Please visit our World Wide Web site at: www.unicomp.com.
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SAFE HARBOR
The statements in this press release that relate to future results, market
penetration, projected revenue growth and profitability trends, are
forward-looking statements. These forward looking statements involve certain
risks and uncertainties associated with demand for the company's products and
services, development of markets for the Company's products and services as well
as other risks identified in the Company's SEC filings. Actual results, events
and performance could differ materially. Readers are therefore cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this news release. UniComp undertakes no obligation to release
publicly the result of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
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