Monday March 26, 8:27 am Eastern TimePress Release
Vitria Extends Collaborative Value Chain Solution With Acquisition of XMLSolutions Corporation
SUNNYVALE, Calif.--(BUSINESS WIRE)--March 26, 2001--Vitria
(Nasdaq:VITR - news), a leading integration server provider, today announced
that the company has entered into a definitive agreement to acquire
XMLSolutions Corporation.
XMLSolutions has developed XML transformation maps for over 3,100
of the world's most frequently used EDI document formats. EDI is the
most prevalent standard for business-to-business collaboration, with
over 300,000 companies using EDI in the US alone. XML is the emerging
standard for Internet-based collaboration. XMLSolutions' technology
bridges the gap between the old economy standard and the new economy
standard. Using their transformation technology, companies can
exchange business documents -- such as purchase orders, invoices, and
shipment notices -- with any trading partner or exchange without
worrying about the specific EDI and XML format requirements of each
partner or exchange. In addition, companies can leverage and extend
their substantial investment in existing EDI systems to quickly and
easily exchange XML business documents with small and medium-sized
trading partners who cannot afford to use complex and expensive EDI
software.
``The combination of XMLSolutions' collaboration technology and
Vitria's EAI, B2Bi, and Business Process Management solution will help
us to define the platform upon which the next generation of ebusiness
-- value chain collaboration -- will be conducted,'' said JoMei Chang,
president and CEO of Vitria. ``The acquisition of XMLSolutions will
also provide us with a talented group of employees who will help us to
quickly bring this enhanced solution to heavy EDI users across
multiple industries, including aerospace, automotive, retail, and
transportation.''
The Market Opportunity for EDI and XML Transformation
Vitria believes that there is a substantial market opportunity for
this type of integration solution. Industry analysts estimate that 95%
of Fortune 500 companies use EDI, that 80% of all B2B transactions
between Fortune 500 companies use EDI, and that approximately $3
trillion worth of business will be transacted via EDI in 2003.
However, given the complexity and cost of EDI software, most companies
only use EDI to communicate with the top 15-20% of their trading
partners. The remaining 80-85% of trading partners need a simpler,
less expensive solution that leverages the emerging XML standard for
information exchange over the Internet.
``Some suggest that XML will rapidly replace EDI in the
thousands of instances where EDI provides B2B connectivity.
Quite to the contrary, many enterprises will stick with their
EDI-based links because these connections work and because
there are lots of other challenges that require more immediate
attention. We won't preside over the funeral for EDI for many
years.``
Ross Altman, Research Director, Gartner Group
``META Group's research indicates that enterprises must make
significant investments in skills, organization, and
technology to achieve IEI (Inter-enterprise Integration).
Organizations should expect emerging XML standards to augment,
rather than replace, EDI for the foreseeable future.``
Morgan Gerhart, Vice President, Server Infrastructure
Strategies, META Group
Deal Structure and Timing
The total purchase price for the transaction will be approximately
$15 million, of which $7 million will be paid at the closing in cash
to preferred shareholders, and $8 million will be used to retire
short-term debt and other liabilities of XMLSolutions. The closing of
the acquisition is subject to the approval of the shareholders of
XMLSolutions, as well as the satisfaction of certain customary closing
conditions. Vitria will account for the acquisition as a purchase and
expects to complete the transaction in early April.
``The acquisition will add approximately $4.5 million in expense to
our second fiscal quarter, and approximately $3.5 million per quarter
thereafter,'' said Paul Auvil, chief financial officer of Vitria. ``We
do not expect the acquisition to add incremental revenues in the short
term. However, we do expect the acquisition to help accelerate the
expansion of our business into new vertical markets, such as
manufacturing, financial services, and energy, where companies are
looking to leverage and extend their significant investment in EDI.''
About XMLSolutions
XMLSolutions Corporation (www.xmls.com) enables the secure,
real-time B2B exchange of transactions over the Internet. By
eliminating a company's EDI and XML dialect dependencies, XMLSolutions
removes trade barriers, enabling uniform transactions among customers,
exchanges, and trading partners of all sizes. The XMLSolutions
integrated solution includes support for XML-to-XML transformations;
EDI-to-XML translation; and over 3,100 mission-critical,
industry-specific EDI business documents. XMLSolutions is
headquartered in Northern Virginia's technology corridor.
About Vitria
Vitria Technology, Inc. is a leading integration server provider.
Vitria BusinessWare integrates applications and automates
mission-critical business processes within and across the extended
enterprise, reducing time to market, shortening lead times, lowering
operating costs, and increasing customer satisfaction. Vitria is a
publicly traded company (Nasdaq:VITR - news) based in Sunnyvale. For more
information, call 408/212-2700, visit the company's Web site at
www.vitria.com or send email to info@vitria.com.
Except for the historical information contained herein, this press
release contains forward-looking statements that involve risk or
uncertainties. The success of the acquisition and future operating
results of Vitria may differ materially from the results discussed or
forecasted in the forward-looking statements due to factors that
include, but are not limited to, risks associated with acquisitions,
such as the potential inability to satisfy the closing conditions for
the acquisition, potential difficulties in the assimilation of
operations, strategies, technologies and products of the acquired
company, the risk of loss of key personnel of the acquired company and
diversion of management attention from other business concerns, and
business risks including but, not limited to, quarterly fluctuations
in operating results, failure to meet financial expectations of
analysts and investors, risks related to market acceptance of Vitria's
products, deployment delays or errors associated with these products,
hardware platform incompatibilities, reliance on a limited number of
customers for a majority of revenue, need to maintain and enhance
certain business relationships with system integrators and other
parties, ability to manage growth, activities by Vitria and others
regarding protection of proprietary information, release of
competitive products and other actions by competitors and economic
downturns in either domestic or foreign markets. These and other risks
related to Vitria are detailed in Vitria's Annual Report on Form 10-K
for the year ended December 31, 1999, filed with the SEC on March 9,
2000, as amended, and in Vitria's quarterly reports on Form 10-Q as
filed with the SEC. Vitria does not undertake an obligation to update
forward-looking statements.
Note to Editors: BusinessWare® is a registered trademark of
Vitria Technology, Inc. All other names may be trademarks of the
companies with which they are associated.
The name ``XMLSolutions'' is one word, with uppercase XMLS and all
other letters in lower case.
Contact:
Vitria Technology, Inc., Sunnyvale
Richard Kain, 408/212-2660 (Press and Media)
rkain@vitria.com
Paul Auvil, 408/212-2700 (Investor Relations)
investor.relations@vitria.com