msmobiles.com - Cellular News - Openwave acquires Magic4

Openwave acquires Magic4
May 11, 2004;
Openwave is one of major suppliers of software for cell phones - it makes for example WAP browsers embedded in many cellphones. Magic4 is a specialist in messaging.

OPENWAVE SOLIDIFIES DATA PHONE LEADERSHIP WITH ACQUISITION OF MAGIC4

Fortifies and Expands Client Software Business with Market Leading Messaging Company

Openwave Systems Inc., the provider of open software products and services for the communications industry, and Magic4, the leading provider of messaging software for mass market mobile phones, today announced they have signed a definitive agreement for Openwave to purchase all outstanding shares of privately held Magic4. Openwave plans to integrate Magic4 into its client software operation.

"With Magic4, Openwave will become the number one open standards based software provider for data phone manufacturers," said Don Listwin, president and CEO, Openwave. "Browsing and messaging are the core engines that power advanced mobile data services today. The acquisition of Magic4 is part of our overall growth strategy and serves to deepen Openwave's relevance on the phone while ensuring that manufacturers can deliver a seamless user experience as operator service requirements evolve."

"This is great news for our customers," said Simon Wilkinson, CEO, Magic4. "By bringing together the leaders in the sector, the combined talent of the company will allow us to create the industry's most integrated solutions across the widest array of handsets."

"This acquisition demonstrates Openwave's understanding of current industry needs," said Scott Ellison, Director, Wireless and Mobile Communications, IDC. "Tighter integration between the primary data applications on the phone- messaging and browsing - is essential to improving service usability and driving adoption. Moreover, a comprehensive client-server offering will position operators to better deliver unique, integrated messaging and content experiences that can build subscriber loyalty."

Openwave and Magic4 have a heritage of working together to enable user-friendly messaging services on top of Openwave's core client and server side data technologies. Combining Magic4's unique messaging expertise with Openwave's pervasive client software will provide manufacturers with the assurances they need to invest in new handsets designed to enable a growing number of rich data services.

Financial Terms and Schedule

Under the terms of the definitive agreement, Openwave will acquire all outstanding shares of Magic4 for a total purchase price of approximately $82.6 million, or $75 million net of cash on hand at Magic4. The purchase price will be paid with a mixture of cash and stock, with the exact proportions to be determined by Openwave prior to closing and with at least 40 percent of the consideration to be in cash. The transaction is expected to close in July 2004 and is subject to customary closing conditions. Openwave anticipates Magic4 will contribute approximately $9 million to $11 million in revenue in the second half of calendar 2004, assuming the acquisition closes in July 2004, and approximately $35 million in revenue in calendar 2005.

For more information please visit www.openwave.com.

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