InterX PLC
9 February 2000
INTERX PLC
('InterX')
PROPOSED MERGER OF INTERX AND CROMWELL
TAKES INTERX'S E-BUSINESS STRATEGY TO NEXT STAGE
The Board of InterX today announces that it has reached agreement in
principle to merge with Cromwell Media Limited ('Cromwell').
Cromwell is a company which develops web application platform technology -
and whose products power ITNetwork.com and Silicon.com. Cromwell's
technology provides for the rapid development of large database-driven
mission-critical web systems where personalisation, reliability, security,
and scaleability issues, combined with full multi-channel capability, are
fundamental to the e-business proposition.
It is the Board's opinion that Cromwell's technology competes effectively
with that of both Broadvision, Inc. ('Broadvision') and Vignette
Corporation, both USA NASDAQ-listed companies, and, for certain
applications, is superior.
The Board is therefore pleased to announce the following actions which are
designed to maximise the benefit of Cromwell's technology for InterX
shareholders:
* Agreement in principle reached on the terms of the merger, resulting
in the acquisition of the 63% of Cromwell not already owned by InterX,
through the issue of 11,946,052 new InterX shares as consideration.
This values the entire issued share capital of Cromwell at £226 million
on the basis of InterX's closing price of 1180p on 8 February 2000. The
number of consideration shares is not expected to alter.
* Appointment of Philip Crawford as Chairman (part-time) of Cromwell
with immediate effect. Philip Crawford is President of EDS
International. He was previously Managing Director of Oracle UK
('Oracle') and a member of the Oracle Strategy Planning Committee. Prior
to this, he was Managing Director and CEO of Bull UK and Ireland.
* Appointment of Robert Bruce as Chief Executive Officer of Cromwell,
with effect from 14 February 2000. Robert Bruce was one of two people
recruited by Broadvision from Oracle in 1997 to set up their UK
operations. Since this time, Robert Bruce has been instrumental in the
significant growth in sales and success of Broadvision's UK business.
* Proposed placing and open offer to raise up to £30 million, the
proceeds of which are to be used to fund the development of Cromwell's
technology, products, infrastructure and markets.
The Board of InterX intends to announce interim results for the six months
ended 5 February 2000 in March. It is anticipated that at that time it
will also be in a position to announce completion of the merger and details
of the proposed placing and open offer, both of which will be subject to
the approval of InterX shareholders. A circular will be sent to
shareholders setting out details of the transactions, convening an
Extraordinary General Meeting to approve them and updating shareholders on
the progress that has been made in terms of the separation of the IT
distributor, Ideal Hardware plc, from the Group.
The Board of InterX believes that the merger is a significant step in the
development of InterX's strategy - through the future earnings potential of
Cromwell's technology and by securing the ability of the Group to extend
the ITNetwork business model into other vertical markets.
Commenting on these developments, James Wickes, Chief Executive of InterX,
said:
'Cromwell and its technology are critical to the successful development of
InterX's existing and future e-businesses.
'This merger represents a major step towards implementing our strategy.
Given that it is already competing successfully with the perceived market
leaders, the opportunities to apply Cromwell's software across a broad
spectrum of industries are immense.
'With the addition of Philip Crawford and Rob Bruce to the board of
Cromwell, we now have an exceptional team which not only has a clear vision
of future web technologies, but which also has the global business
experience and track record to turn them into commercial reality.
'The merger with Cromwell will provide the foundation for a consolidated
Group strategy which will be of significant benefit to all our
shareholders.'
9 February 2000
Enquiries:
InterX plc - today 020 7457 2020
- thereafter 020 8410 7200
James Wickes jwickes@interx.co.uk
Simon Barker sbarker@interx.co.uk
Simon Miesegaes smiesegaes@interx.co.uk
Charterhouse Securities 020 7248 4000
Colin La Fontaine Jackson clafj@charterhouse.co.uk
College Hill Associates 020 7457 2020
Nicola Weiner nicola@collegehill.co.uk
Mary Matthewson mary@collegehill.co.uk
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