Infowave acquires control of enterprise mobility applications provider Telispark for $8.4M; appoints new directors to board

January 8, 2004

4 Min Read

ARLINGTON, Va. -- Infowave Software (TSE: IW), a provider of wireless software for mobile operators, corporations and individuals, announced today that it has entered into an agreement under which it has acquired control of, and will ultimately acquire all of the outstanding shares of, Telispark Inc. ("Telispark"), a leading provider of enterprise mobility applications (EMA) software solutions based in Arlington, Virginia, USA. Pursuant to the terms of the agreement, Deloitte Consulting L.P., the largest shareholder of Telispark, will hold approximately 19%, but no more than 19.9%, of the issued and outstanding Infowave common shares upon completion of Infowave's acquisition of the Telispark shares.

Telispark provides mobile applications that help large organizations service and manage complex equipment and inventory. Telispark has deployed field service, asset management and inventory management applications for large enterprises including Shell Oil, the U.S. Navy, and Hydro One. Combined, Infowave's and Telispark's complementary products will enable the delivery of the industry's most complete, robust mobile solution suite available to the marketplace today.

"This acquisition positions Infowave to take full advantage of the increasing market demand for both enterprise and carrier mobile solutions. By combining the application strength of Telispark with Infowave's suite of wireless middleware solutions, we further extend our value proposition to enterprise customers," said Infowave Chief Executive Officer Jerry Meerkatz. "Telispark's packaged mobile applications and proven implementations will help strengthen both Infowave's enterprise product offering and its ability to penetrate key verticals like Energy, Utilities and High Technology. We will proceed quickly with integrating the Telispark technology and operations to mobilize applications such as customer relationship management, sales force automation, enterprise resource planning and field services applications."

With the acquisition of Telispark, Infowave expands its enterprise product offerings and is uniquely positioned to take advantage of the increasing market demand for end-to-end mobile and wireless solutions in both the enterprise and telecommunications carrier markets. Enterprise customers of Telispark's configurable, mobile enterprise applications experience tangible return on investments within 12 to 18 months and also enjoy distinct competitive advantages.

"The demand for mobile software solutions is increasing, presenting a $1.2 billion market opportunity for vendors through 2004. Enterprises are looking to deploy proven field service, mobile asset and inventory management solutions that yield hard and fast return," said Michael Blumberg of management consulting firm D. F. Blumberg Associates. "With the acquisition of Telispark, Infowave gains enterprise reference customers like Shell Oil, the U.S. Navy and Hydro One, placing the company in a good position to continue to penetrate key industry verticals while continuing to distribute its mobile email and infrastructure products through network operators across the globe."

"Recognizing the leadership role that Infowave holds in the marketplace, we believe that by combining our technologies we will further extend Infowave's successful position in the mobile enterprise segment," said Randy Brouckman, Telispark's Chief Executive Officer. "Our shared commitment to the mobile market and Infowave's commitment to Telispark's products, partners and customers were critical to this decision. Our common vision will result in the most versatile mobile offerings in this fast growing market segment of carrier-grade enterprise mobile applications."

Under the terms of the acquisition agreement, Infowave will pay a total of US$8.4 million for the purchase of 100% of all of the issued and outstanding common shares of Telispark, payable in approximately 46 million Infowave common shares, issuable in two tranches. Infowave has completed the initial purchase of approximately 76% of Telispark shares pursuant to a Stock Purchase Agreement dated January 7, 2004. Infowave will acquire the remaining Telispark common shares, subject to a number of conditions precedent, including approval by shareholders of Infowave. The number of Infowave common shares issued in the second tranche may increase by up to approximately 2.1 million Infowave common shares in the event that the weighted average Infowave common share price declines prior to closing of the second tranche. Infowave has also assumed Telispark employee stock options which will be exerciseable into approximately 1.9 million common shares of Infowave.

Infowave retained Agile Equity, LLC of New York and Canaccord Capital Corporation of Vancouver as its financial advisors in respect of the acquisition. Agile and Canaccord have provided fairness opinions to the Infowave Board of Directors on the acquisition.

Infowave also announces the appointment of three new persons to its board of directors. Gerald Trooien, a significant shareholder, has replaced his former nominee, Bill Weiss. In addition, Christine Rogers, former Senior Vice President of Operations at MDSI and Senior Vice President of Global Services at Pivotal Corporation, and Geoffrey S. Belsher, partner of Blake, Cassels & Graydon LLP, have also joined the board. Stephen Wu has stepped down from the board of directors.

Infowave Software Inc.

Telispark Inc.

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