Avogadro is developing an instant messaging product to provide communication service providers the ability to deliver next generation communications services in a multi-device environment. The technical team at Avogadro has strong usability and communications software development experience and Openwave(TM) believes that Avogadro’s technology will extend and enhance the Openwave Services OS platform.
In connection with the acquisition, Avogadro’s shareholders and option holders will receive a fixed number of approximately 2.7 million shares of Openwave common stock. The stock-for-stock transaction will be accounted for using purchase accounting and closing is anticipated to occur during Openwave’s fourth quarter of fiscal 2001 with the integration of Avogadro’s 40 employees expected to occur rapidly after closing.
Updated Financial Outlook
The following statements are forward looking and actual results may differ materially due to factors noted below, among others. The information provided in this financial outlook is as of May 10, 2001, and it is currently expected that this financial outlook will not be updated until the release of Openwave’s next quarterly earnings announcement. Openwave undertakes no obligation to update this information. Openwave reserves the right to update this financial outlook at any time for any reason.
For the remainder of calendar year 2001, Openwave’s outlook remains that its quarterly revenues will continue to grow at 10 to 20 percent sequentially, resulting in calendar year 2001 revenues of approximately $640 million. Avogadro’s technology is expected to contribute to revenues in calendar year 2002 following completion of market trials which Openwave expects to occur later this year.
For calendar year 2001, the Company’s revised outlook for pro forma earnings, which excludes merger and acquisition-related charges, stock-based compensation and unrealized losses on non-marketable equity securities, is approximately $0.43 per share. The Company expects the acquisition of Avogadro to be accretive to pro forma earnings per share in the calendar year 2002. Openwave anticipates taking one-time charges of approximately $2 million in the fourth quarter of fiscal 2001 arising from the consolidation of Avogadro’s personnel to Openwave’s Bellevue, Washington facilities, and other acquisition-related charges. There will also be additional non-cash based goodwill amortization and stock-based compensation charges, the definitive amount of which will be determined based upon Openwave’s share price at the time of closing. The Company intends to communicate what the goodwill amortization and stock-based compensation charges will be once such are determined following the closing.
