Nice Systems buys Actimize for $280m

Source: Nice Systems

Nice Systems Ltd. (NASDAQ:NICE), a leading global provider of advanced solutions that enable organizations to extract Insight from Interactions to drive performance, today announced that it has signed a definitive agreement to acquire Actimize, the leading provider of transactional risk management software for the financial services industry.

Under the terms of the agreement, NICE would acquire Actimize for a total consideration of approximately $280 million. The consideration comprises of approximately 80% paid in cash and approximately 20% by allocating NICE ordinary shares. The transaction is subject to the satisfaction of customary closing conditions and is anticipated to close towards the end of the third quarter of 2007.

"Bringing together Actimize's and NICE's solutions establishes NICE as an enterprise-wide analytics powerhouse. Our combined solution constitutes a technology breakthrough in processing, analyzing, and cross-referencing information from customer transactions and interactions. This is the only combination in the world, which for the first time will be able to take millions and millions of transactions and interactions, and handle huge masses of data, comprising a full view of the customer touch points with the organization," said Haim Shani, Chief Executive Officer of NICE. "Actimize's transaction analytics and risk management solutions along with NICE's interaction analytics and proven leadership in the compliance market changes the competitive landscape in the financial services industry, as well as in the enterprise and security markets in which we operate."

As a leader in the financial services market, NICE solutions today capture and analyze hundreds of millions of voice, web, email and other interactions daily, at customers including the world's top banks, brokerages, and thousands of financial institutions worldwide, which seek to improve compliance, enterprise performance, and customer loyalty. Actimize solutions are analyzing today close to one billion transactions daily at the world's top banks and brokerage firms, which are seeking to improve compliance, fraud prevention, and anti-money laundering. Leveraging on these synergies, NICE and Actimize will focus initially on the financial services industry to offer the first solution in the world which provides real-time transaction and interaction analytics.

Whether a customer calls a financial contact center, accesses the enterprise web site, corresponds through email, or makes an ATM withdrawal, the combination of NICE and Actimize will enable financial institutions and enterprises to receive real-time alerts on compliance, fraud and other anomalies, dramatically improving the organization's business performance and risk management capabilities.

Furthermore, NICE will expand its business through this combination to provide a more complete, comprehensive and accurate picture of customer behavior in other verticals within the enterprise and security markets; addressing additional critical issues such as customer loyalty and retention, and market intelligence. NICE also expects to leverage this combination for additional national security applications.

Actimize will operate as a wholly owned subsidiary following completion of the transaction with its current management team remaining in place. David Sosna will continue to serve as Chief Executive Officer, reporting directly to Haim Shani, Chief Executive Officer of NICE.

"Joining NICE is an important step in Actimize's growth and business strategy," said David Sosna, Chief Executive Officer of Actimize. "Being a part of NICE will enable us to offer our customers a solution which can provide them with unmatched capabilities in addressing their risk management challenges. Removing major middleware barriers and gaining direct access to NICE's insights from unstructured, multimedia data together with our transactional expertise constitutes the most complete, accurate, and timely view of customer behavior. Our customers are positioned, like never before, to meet their compliance needs and reduce fraud in a faster and easier manner."

"We are looking forward to having the Actimize team join us. This is a great company, with an impressive talent pool, run by a top-notch management team," added Haim Shani, Chief Executive Officer of NICE. This strategic acquisition marks another milestone in our innovative strategy of expanding our foothold in the enterprise software market, by creating a new and innovative company in the world. We are excited about the many and varied opportunities presented by this move, and expect that it will contribute to NICE's growth and profitability."

Transaction Details

Under the terms of the agreement, NICE would acquire Actimize for a total consideration of approximately $280 million. The consideration comprises of $227 million paid in cash and an allocation of approximately 1.5 million NICE ordinary shares. In addition, unvested stock options and restricted shares will be assumed by NICE and exchanged for NICE stock options. The transaction is subject to the satisfaction of customary closing conditions and is anticipated to close towards the end of the third quarter of 2007.


Assuming the deal closes towards the end of the third quarter 2007, NICE expects a contribution of $10-12 million non-GAAP revenue from the acquisition and a dilution of $0.04-$0.05 in non-GAAP EPS in the fourth quarter of 2007, primarily due to lower financial income expected for this period. As a result, NICE is raising its full year non-GAAP revenue guidance for 2007, to $497-$514 million and is updating its non-GAAP EPS to be in the range of $1.31 - $1.42 for 2007.

For 2008, NICE expects the deal to contribute $55 to $60 million to non-GAAP revenues, which represents approximately 40-50% growth over 2007. The deal is expected to become accretive in the third quarter of 2008.

This outlook may change as the integration proceeds and acquisition accounting is finalized.

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