Trintech Group Announces Agreement to Acquire Movaris, Inc.
Combination is intended to create the Premier Provider of the “Office of the CFO” Solutions for Financial Governance, Reconciliation, Risk Management and Compliance
Dallas, Texas/Dublin, Ireland - February, 2008 - Trintech Group Plc (NASDAQ: TTPA), a leading provider of integrated financial governance, transaction risk management, and compliance solutions, today announced the signing of a definitive agreement to acquire Movaris, Inc., a venture-backed company located in San Jose, California.
Movaris has pioneered the creation of solutions that integrate and manage the financial close and other governance, risk and compliance processes. The Movaris solution encompasses SOX Compliance, Financial Close, Account Reconciliation, GRC (Governance, Risk and Compliance) and Enterprise Risk Manager Applications. Movaris has over 80 enterprise customers that span a broad range of industries.
Movaris has led the creation of some of the most advanced and innovative solutions for the “Last Mile of Finance”, the phase of financial management prior to public disclosure where aggregated financial and operational information is turned into a set of financial statements, now widely recognized by both industry analysts and domain experts as a critical process within the finance function. In 2007, Movaris expanded upon that original vision and solution to address the emerging concept of the Risk-Optimized Enterprise with the addition of the GRC and Enterprise Risk Manager applications.
“When considering the automation and unification of critical financial processes, such as account reconciliations, SOX compliance and financial close, the whole is greater than the sum of its parts. These activities are all highly dependent on each other and, when unified, create new insights and return on investment (ROI) savings,” commented Gartner Research Vice President, John Van Decker in the November, 2007 Report Taking a Holistic Approach to the Last Mile of the Financial Close. “A consistent approach will prove to be critical to the financial governance market as it emerges during the next three to five years. The financial governance market will attempt to complete current ERP and CPM solutions by providing additional controls, automation and visibility.”
The transaction is expected to be accretive to income on an EBITDA basis (Earnings before Interest, Tax, Depreciation and Amortization) for the fiscal year ending January 31, 2009.
The consideration for the acquisition will be satisfied through the payment of $5 million cash and the issuing of 1.25 million Trintech American Depositary Shares (ADSs), or at the option of Movaris shareholders the cash equivalent value of such ADSs, plus a potential contingent payment in early 2010 based on the trading price of our ADSs prior to such date.
“The acquisition of Movaris is a key milestone in our growth strategy to be the premier provider of financial applications for governance, risk and compliance for CFOs and other senior financial professionals,” commented Cyril McGuire, Chairman and CEO of Trintech. “The combination of Trintech’s existing leadership and world class applications for transaction risk management and account reconciliations together with Movaris’ financial governance solutions for the Risk-Optimized Enterprise is intended to provide organizations with a unique and comprehensive suite of financial governance applications that address critical business objectives, deliver strong ROI and informed decision making leading to better overall business performance.”
Paul Byrne, President, added, “As more companies reassess their financial governance and performance management initiatives in order to compete and grow, we believe the merging of the Trintech and Movaris product sets and resources is a critical step in helping businesses achieve that goal. Our strategic and competitive positioning is much stronger and we will be a single source of GRC solutions for the CFO and other senior financial professionals in any enterprise. This acquisition is an exciting opportunity for us to provide more value to our existing 500+ customers as well as reach out to an emerging and fast growing market for financial governance solutions targeted at the office of the CFO.”
“We have admired Trintech’s market leadership position for some time and are very excited to join Trintech’s world-class team at this critical stage of the financial governance market’s growth,” stated Eric Keller, CEO of Movaris. “As part of Trintech, we shall have the complementary applications as well as the resources to be a leading provider of financial governance solutions.”
The transaction is expected to close later in February, subject to customary closing conditions.
Further information on the strategic and financial aspects on this acquisition will be given on Trintech’s fourth quarter and full fiscal year earnings call, scheduled for 3.30 PM GMT on February 27, 2008.
Forward Looking Statements
This news release contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any “forward looking statements” in this press release are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated. “Forward looking statements” in this press release include statements, among others, relating to the expectation that the acquisition will be accretive to income on an EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization) basis in the fiscal year ending January 31, 2009, the benefits of the Movaris acquisition for the combined company, the timing of completion of the acquisition and the satisfaction of customary closing conditions for the acquisition, and the impact of the Movaris acquisition on the execution of Trintech’s strategy. Factors that could cause or contribute to such differences include Trintech’s ability to accurately predict future sales, its ability to successfully integrate the Movaris business, its ability to accurately predict and meet customer needs and to successfully position itself in the market, its ability to ensure the performance of its products and services, its ability to improve the performance of its organization and execute on its strategic plan, its ability to ensure that Movaris’ customers continue to avail themselves of the Movaris product suite, its ability to attract new customers for the Movaris product suite, and its ability to retain key employees. Actual performance may also be affected by other factors more fully discussed in Trintech’s Form 20-F for the fiscal year ended January 31, 2007 and Form 6-K for the quarter ended October 31, 2007 filed with the US Securities and Exchange Commission (www.sec.gov). Lastly, Trintech assumes no obligation to update these forward-looking statements.
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