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March 21, 1996

CLARIFY ACQUIRES SALES PROCESS MANAGEMENT COMPANY METROPOLIS IN $13.2m SHARE-SWAP

By CBR Staff Writer

Customer support companies are diversifying rapidly into related industries and yesterday San Jose, California-based Clarify Inc announced that it is to acquire sales force automation software company Metropolis Software Inc in a share swap deal which values the Palo Alto, California-based company at $13.2m. It’s partly a catch-up play by Clarify, which doesn’t currently have a field sales process application like rivals Vantive Corp and Scopus Technology Inc. Clarify executives told us it canned an internal development project it was working on the area in favor of the Metropolis software. Recently-quoted Clarify will report a one- time charge of $1.5m to $2.0m for the acquisition of Metropolis – which made a loss on revenues of $3.5m last year – in its second 1996 financial quarter, which is being accounted for as a pooling of interests. The share swap increases the number of outstanding Clarify shares by 4%. Its re-stated 1995 results will show net profits of $950,000 on revenues of $24m. Earnings per share will fall to $0.11 from $0.19 and the company expects its first and second quarter earnings to be around three cents lower than original estimates, recovering in its third and fourth quarters. It says its 1997 revenue and profit plans could increase by up to 15% as a result of the acquisition. Metropolis’ 40 staff will be relocated to San Jose and Craig Jorasch, Metropolis co-founder and CEO becomes Clarify’s VP business development. The Metropolis Sales suite of sales process management applications is being renamed ClearSales. ClearSales is being integrated with Clarify’s ClearHelpdesk, ClearSupport and ClearQuality modules though it’s expected to take between three and six months to get it working off a common Clarify database. Metropolis also brings its laptop real estate management software which Clarify will use to enhance its mobile offerings. Although it’s playing catch-up in field sales automation, Clarify says its new logistics and Internet- based product offerings put at ahead of the customer support pack overall. It counts Microsoft Corp as one of its big customer wins. The hot topic in customer support systems this year will be Internet/Intranet support and proactive customer management utilities, it believes.

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