[thinnews] Neoware to Acquire TeleVideo's Thin Client Business

  • From: "Jim Kenzig http://thethin.net" <jimkenz@xxxxxxxxxxxxxx>
  • To: Thinnews <thinnews@xxxxxxxxxxxxx>, thin@xxxxxxxxxxxxx
  • Date: Tue, 18 Jan 2005 16:20:49 -0800 (PST)

Neoware Grows its Leadership Position in the Thin Client Market by Acquiring 
the Fourth Largest U.S. Thin Client Provider
KING OF PRUSSIA, Pa. and SAN JOSE, Calif., Jan. 12, 2005 -- Neoware Systems 
(Nasdaq:NWRE) and TeleVideo, Inc. (Pink Sheets:TELV), today announced that the 
companies have entered into a Definitive Agreement under which Neoware will 
acquire TeleVideo's thin client business including all thin client assets, 
certain contract obligations, a trademark license, product brands, customer 
lists, customer contracts and non-competition agreements for $5 million in cash 
plus a potential earn-out based upon performance. In addition, effective 
immediately, TeleVideo has retained Neoware as its exclusive distributor and 
sales agent. Starting today, all TeleVideo thin client products are available 
to TeleVideo customers directly from Neoware. Subject to regulatory approval, 
the acquisition is expected to close in March 2005. 
TeleVideo, Inc. is a publicly held company specializing in the development and 
manufacturing of Windows-based and network terminals. Founded in 1975, 
TeleVideo established itself as a leading supplier in the video display 
terminal industry. The company pioneered a new generation of computer terminals 
with the introduction of its first "smart" terminals, based on the Intel 
microprocessor, at a time when dumb terminals were the industry standard. 
Recently ranked by IDC as the fourth largest thin client provider in the U.S., 
TeleVideo has developed a niche as the leading provider of all-in-one, 
integrated, flat-panel, thin clients, including one of the industry's only 17" 
flat panel thin client models. Sales of TeleVideo thin clients were 
approximately $7 million in 2004. 

The acquisition of TeleVideo's thin client business increases Neoware's market 
share and distribution channels, and broadens Neoware's product offerings in 
the thin client appliance market. Additionally, Neoware has agreed to retain 
TeleVideo as its sales agent in Korea, opening a new geographic market for the 
Company. TeleVideo thin client products will continue to be available through 
the existing channel of TeleVideo authorized distributors and resellers. 

"We are pleased to partner with Neoware to provide our customers with superior 
quality and service," said Dr. K. Philip Hwang, Chairman and Chief Executive 
Officer of TeleVideo, Inc. "TeleVideo's products and customers will benefit 
greatly as a result of our partnership with Neoware." 

"With this acquisition, Neoware further enhances our market share, while taking 
advantage of economies of scale and synergies between the two organizations to 
enhance operating margins. Simultaneously, we continue to broaden our product 
line with innovative new products," stated Michael Kantrowitz, Chairman and CEO 
of Neoware. "TeleVideo and Neoware customers are assured of continued 
development, quality products and superior service from a financially strong 
company that is committed to leadership in thin client appliance computing." 

About Neoware 

Neoware's software, services, and thin client appliances make computing more 
secure, manageable, reliable and affordable by enabling global enterprises to 
fully leverage server-based computing. By incorporating open, standards-based 
technologies and eliminating the obsolescence that is built into standard PC 
architectures, Neoware provides enterprises with increased flexibility and 
choice, as well as lower up-front and total costs. 

Neoware's software products enable enterprises to gain control of their 
desktops, and to integrate mainframe, midrange, UNIX and Linux applications 
with Windows(r) and the web. Neoware's thin client appliances enable 
enterprises to run applications on servers, and display them across wired or 
wireless networks on secure, managed, reliable appliances that cost as little 
as one fourth the price of today's typical business PC. Neoware services enable 
corporations to benefit from server-based computing with training and 
end-to-end support. 

Neoware's products are available worldwide from IBM, as well as from select, 
knowledgeable resellers. More information about Neoware can be found on the Web 
at http://www.neoware.com or via email at invest@xxxxxxxxxxxx Neoware is based 
in King of Prussia, PA. 

About TeleVideo 

A pioneering Silicon Valley company, TeleVideo, Inc. began in 1975 as the 
innovator and market leader of smart text terminals. Today, TeleVideo continues 
to innovate by developing and manufacturing Windows-Based Thin Client hardware 
and software solutions. Designed for corporate and vertical IT professionals 
and end-users, TeleVideo's family of TeleCLIENT products allows for secured, 
manageable and cost-effective network computing in healthcare, business, 
government and more. For more information, please visit www.televideo.com . 

Neoware is a registered trademark of Neoware Systems, Inc. All other names 
products and services are trademarks or registered trademarks of their 
respective holders. 

Neoware Forward-Looking Statements 

This press release contains forward-looking statements within the meaning of 
the Private Securities Litigation Reform Act of 1995, including statements 
regarding: the consummation of the acquisition of TeleVideo's thin client 
business; the increase in our market share and distribution channels; 
anticipated economies of scale, synergies and enhanced operating margins as a 
result of the acquisition; our broadened product offerings and geographic 
market; our financial strength; our continued development and support of 
quality products; our commitment to hold a leadership position in the thin 
client segment of the PC market. These forward-looking statements involve risks 
and uncertainties. Factors that could cause actual results to differ materially 
from those predicted in any such forward-looking statement include: our ability 
to consummate the acquisition and successfully integrate the TeleVideo thin 
client business; our timely development and customers' acceptance of our produ
 cts,
 including the former TeleVideo products; our ability to continue to lower our 
costs; pricing pressures; rapid technological changes in the industry; growth 
of the thin client computing segment of the PC market; growth of the host 
access software market; increased competition; our ability to attract and 
retain qualified personnel; our ability to identify and successfully consummate 
and integrate future acquisitions; adverse changes in customer order patterns; 
adverse changes in general economic conditions in the U.S. and internationally, 
risks associated with foreign operations and political and economic 
uncertainties associated with current world events. These and other risks are 
detailed from time to time in Neoware's periodic reports filed with the 
Securities and Exchange Commission, including, but not limited to, its report 
on Form 10-K for its fiscal year ended June 30, 2004 and Form 10-Q for the 
quarter ended September 30, 2004. 

TeleVideo Forward-Looking Statements 

This press release includes forward-looking statements, which are made pursuant 
to the safe-harbor provisions of the Private Securities Litigation Reform Act 
of 1995. Forward-looking statements are typically indicated by the presence of 
words such as "expect," "anticipate," "believe," "intend," "may," "predict," 
"will be," and other similar expressions. These forward-looking statements 
cover, among other items, statements regarding the consummation of any 
transaction. Any forward-looking statements are not guarantees of future 
performance and actual results could differ materially from those anticipated 
as a result of certain risks and uncertainties, some of which are beyond the 
control of the Company. A description of the risk factors affecting the 
Company's business can be found in TeleVideo, Inc.'s Safe Harbor Compliance 
Statement included as Exhibit 99.1 to its Annual Report on Form 10-K for the 
fiscal year ended October 31, 2003. 

CONTACT:  Neoware Systems, Inc.          Keith Schneck          Chief Financial 
Officer          (610) 277-8300, ext. 1072          kschneck@xxxxxxxxxxx        
    TeleVideo, Inc.          John Lee          Product Marketing Manager        
  (408) 955-7406          jlee@xxxxxxxxxxxxx



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