Verity to Acquire Cardiff Software

Feb 06, 2004

Verity Inc. and Cardiff Software Inc., a privately-held supplier of technology that enables the capture and automation of dynamic business information, have announced a definitive agreement for Verity to acquire Cardiff in a transaction with an aggregate purchase price of approximately $50 million in cash, adjusted for Cardiff's net cash balance as of December 31, 2003.

Verity anticipates closing the transaction in 30 to 60 days, subject to the satisfaction of customary closing conditions. The transaction is expected to be accretive in the first full quarter of combined operations to Verity's net income on a cash EPS basis (which excludes purchase accounting adjustments). Verity was represented by Thomas Weisel Partners in this transaction. RBC Capital Markets served as Cardiff's advisor.

A teleconference call was held by Anthony J. Bettencourt, Verity's president and CEO, and Steven R. Springsteel, Verity's SVP of finance and administration and CFO, on February 2, 2004 regarding Verity's plans to acquire Cardiff. A Web cast of the call will be available at or at the Investor Relations section of the Verity Web site at through February 16, 2004.

Headquartered in Vista, Calif., Cardiff Software is a provider of document and form-driven process automation solutions for Global 2000 organizations. The Cardiff family of integrated software products is designed to enable organizations to automate existing business processes using technology to capture, process, and respond to strategic business information, thereby improving employee productivity, customer service, and profitability. Cardiff products include TELEform, LiquidCapture, and LiquidOffice, a suite that automates document capture, eForms, and workflow-driven business processes.

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