Acquisition of Image Analysis and Pattern Recognition Software Provider
Combines Complementary Technologies to Address Health Care and Other Markets
BERKELEY HEIGHTS, N.J. and BOULDER, Colo., Aug. 6 /PRNewswire-FirstCall/
-- Authentidate Holding Corp. (Nasdaq: ADAT), a worldwide provider of secure
workflow management software and web-based services, and Parascript, LLC, an
image analysis and pattern recognition software provider, today announced that
the companies have signed a definitive merger agreement. Under the terms of
the agreement, Authentidate will acquire Parascript, for up to $10 million in
cash, a five year 10% note in the principal amount of $20 million, which is
subject to adjustment, 30 million shares of Authentidate common stock, and all
of the shares of Authentidate's German subsidiary, Authentidate International
AG. Contingent consideration based on the financial performance of a newly
formed business unit may also be paid in Authentidate common stock in 2012.
The transaction has been unanimously approved by the board of directors of
Authentidate and the manager of Parascript. The companies expect the
transaction to be completed in the fourth quarter of calendar year 2008.
Parascript's image analysis and pattern recognition software interprets
human thinking and behavioral patterns based on cognitive science, pattern
recognition, neural networks and artificial intelligence. For over a decade,
Parascript has continually improved and adapted its image analysis and pattern
recognition software to make it usable in a variety of applications for the
medical imaging, postal, mail automation, business process outsourcing,
banking and financial services industries.
For the calendar year ended December 31, 2007, Parascript had gross
revenues from continuing operations of approximately $22 million and net
income before taxes of approximately $6.9 million. Net income before taxes
included approximately $2.2 million in net losses from an entity being closed
down by Parascript, the net loss of which is included in income from
continuing operations.
F. Ross Johnson, Chairman of Authentidate Holding Corp., stated, 'We view
this as a strategic merger that brings together technologies from two forward
thinking companies working to revolutionize the operational infrastructure of
the healthcare industry by improving workflows and enhancing document
security. We believe the merger will help both companies build greater
momentum within the industry, growing their businesses and increasing
shareholder equity. As such, the Board believes that this transaction offers
Authentidate's shareholders a tremendous opportunity to maximize their
investment. I am confident I am leaving the company with a strong management
team to guide Authentidate along its new strategic path.'
Authentidate also announced that Mr. Johnson will be retiring from the
board after the closing of the merger.
Jeff Gilb, President and CEO of Parascript, who will become Chief
Executive Officer of the combined company, said, 'The combination of
Parascript and Authentidate presents new growth opportunities that were not
available to Parascript when it was privately held. The recognition software
industry is at the beginning of a significant transformation of applications
and services -- one that is projected to enable higher performance and greater
labor savings for our customers. This brings extraordinary opportunities for
our combined business to accelerate its growth. The combination creates a new
company with a comprehensive portfolio that will be poised to deliver
significant benefits to customers, employees and stockholders.'
'We have worked to add new services and penetrate new segments of the
multi-billion dollar healthcare industry,' stated Ben Benjamin, President of
Authentidate.