Press Release:
TELCO RESEARCH AGREES TO BE ACQUIRED BY PEREGRINE SYSTEMS, THE LEADING PROVIDER OF INFRASTRUCTURE MANAGEMENT SOLUTIONSNASHVILLE, Tenn./TORONTO, Ontario (February 9, 2000) -- Telco Research Corporation Limited (TSE Symbol: TOR) and Peregrine Systems, Inc. (NASDAQ Symbol: PRGN) today announced that they have signed a definitive merger agreement under which Peregrine Systems will acquire all of the outstanding shares of Telco Research. The acquisition will bring extensive telephony infrastructure management capabilities to Peregrine Systems Infrastructure Management product line.The merger agreement has been approved by the Boards of Directors of both companies and is subject to approval by the shareholders of Telco Research, regulatory approvals, court approvals, and customary closing conditions. The transaction is structured as stock-for-stock exchange through a plan of arrangement, at a fixed ratio of .082511 shares of Peregrine Systems Common Stock for each share of Telco Research stock. As consideration for the merger, Peregrine Systems expects to issue approximately 1.28 million shares in exchange for all of the outstanding equity securities of Telco Research. All share amounts herein are prior to the announced Peregrine Systems 2:1 stock split to be effected in the form of a stock dividend, payable February 18, 2000.Based on current market prices, the deal is valued at approximately C$162 million or C$10.45 per Telco Research share. Under the terms of the agreement, Telco Research will become a wholly owned subsidiary of Peregrine Systems. The acquisition transaction will be accounted for by the purchase method and is to be treated as a tax-free reorganization for U.S. federal income tax purposes. It is anticipated that the transaction will be completed during the quarter ending March 31, 2000. The shareholder meeting has been set for March 24, 2000. Deutsche Banc Alex.Brown Canada advised Telco Research on the transaction.The acquisition expands the Peregrine Systems Infrastructure Management suite to include voice and data collection solutions for telephony Infrastructure Management, enabling companies to allocate costs, measure performance, enforce policies, manage security, and control fraud."The acquisition of Telco Research is a natural next step for us," said Steve Gardner, president and CEO, Peregrine Systems. Telephony systems constitute a large part of corporate infrastructure. By providing solutions that enhance our ability to manage those assets, we can offer our customers a further opportunity to dramatically lower total cost of ownership, while ensuring maximum availability of voice and data communication infrastructure.Ralph Sonntag, president and CEO of Telco Research said, We share a common vision with Peregrine Systems. The combination of our products and expertise will provide the market with robust, innovative solutions to help manage the entire corporate infrastructure. In the e-commerce world, the long-awaited convergence of information technology and telephony technology is upon us, and the ability to offer comprehensive integrated Technology Infrastructure Management is exactly what the market demands.About Telco Research Corporation LimitedThe longstanding leader in the U.S. voice network management arena, recent Dun & Bradstreet information now lists Telco Research as the worlds leader through its merger with TSB International. With offices in Nashville, Toronto, Brussels and London, Telco Research offers the world the best in voice and data management solutions. Products include TRU C@ll Accountant, TRU SERVER, TRU SYSTEM, TRU Enterprise Network Accountant and TRU Access Manager. About Peregrine Systems, Inc.Peregrine Systems is the leading provider of Employee Self Service and e-Infrastructure Management solutions that help ensure the reliability, productivity and cost-effectiveness of organizational infrastructure. Peregrine Systems provides Infrastructure Management solutions to organizations to permit them to manage the availability and cost of their technology, facilities, and transportation infrastructure. Peregrine Systems also provides Get.It! Employee Self Service Weblications to allow any employee in the organization to get what they need to get their job done. By integrating Employee Self Service Weblications, such as e-Procurement, with total lifecycle infrastructure management, our solutions empower organizations to make better and faster business decisions. In a world moving toward 24-hour global e-Business, e-Infrastructure Management coupled with Employee Self Service is a key to competitive success.Founded in 1981, Peregrine Systems is headquartered in San Diego, California with offices throughout the United States as well as in the United Kingdom, Belgium, Canada, France, Germany, Denmark, Italy, Japan, Netherlands, Sweden, Australia and Singapore. Peregrine Systems also has alliance partners and distributors located throughout these regions and in Latin America. More information on Peregrine Systems is available on the World Wide Web at http://www.peregrine.comThis press release contains both historical information and forward looking information. Numerous important factors affect the Peregrine Systems (the Company) operating results and could cause the Companys actual results to differ materially from the results indicated in this press release or in any other forward looking statements made by, or on behalf of, the Company, and there can be no assurance that future results will meet expectations. These factors include, but are not limited to, the following: 1) the Companys revenues and earnings are subject to a number of factors that make estimation of operating results prior to the end of a quarter extremely uncertain; 2) competition for the Companys products is intense; 3) the uncertainties of whether new software products and product strategies will be successful; 4) risks associated with the acquisition of TelcoResearch and other acquisitions, including the inability to complete an acquisition and potential difficulties in the assimilation of operations of the acquired company or assets; and 5) the additional considerations and important factors described on the Companys Report on 10-K filed with the Securities and Exchange Commission in June 1999 and subsequent Forms 10-Q filed with the Securities and Exchange Commission, copies of which are available on request from the Investor Relations department of the Company.
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