Stellent and Optika to Merge

Jan 13, 2004

Stellent, Inc., a provider of content management solutions, has signed a definitive merger agreement to acquire all outstanding shares of Optika Inc., an enterprise content management (ECM) provider of imaging, business process management (BPM), collaboration, and records management software, for $10 million in cash, approximately 4.1 million shares of Stellent common stock, and the assumption by Stellent of Optika's outstanding options.

Based on Stellent's stock price as of Jan. 9, 2004 and including the value of the options to be assumed, the transaction currently is valued at approximately $59 million. Immediately after the transaction, the former stockholders of Optika will own approximately 16% of the outstanding shares of Stellent common stock, and Stellent shareholders will own approximately 84% of the combined entity. The transaction is expected to be immediately accretive on a pro forma basis, excluding the effects of non-cash or non-recurring charges related primarily to expenses such as amortization of certain intangible assets and acquisition costs.

The merger with Optika is expected to strengthen and expand Stellent's document imaging, business process management, and compliance capabilities. Optika's Acorde family of software products is designed to allow companies to manage content and streamline transactions related to business processes, such as accounts payable, claims processing and expense reporting. Combined with Stellent's Universal Content Management architecture--which includes Web content management, document management, collaboration, digital asset management, and records management components--Optika's product line is expected to enable Stellent to provide customers with a suite of solutions to manage both collaborative, consumption-oriented content as well as content generated and circulated during complex business transactions. In the short-term, Stellent plans to integrate the product lines via Web services. Longer-term plans call for the product lines to be integrated using Stellent's universal content repository.

The transaction is subject to standard closing conditions including stockholder approval and regulatory review. The companies expect the transaction to close in April 2004. Stellent intends to file a registration statement on Form S-4 in connection with the transaction, and Stellent and Optika intend to mail a joint proxy statement/prospectus to their respective shareholders in connection with the transaction. Investors and security holders of Stellent and Optika are urged to read the joint proxy statement/prospectus when it becomes available because it will contain important information about the companies and the transaction. There are no significant employee changes anticipated for Stellent or Optika.

(, (