Under the terms of the agreement, Brio shareholders will receive a combination of 0.109 of a share of Hyperion common stock and $0.363 for each share of Brio common stock. Based on the closing price of Hyperion's stock on July 22, 2003, the transaction is valued at approximately $142 million. Brio shareholders will own approximately 10.5 percent of Hyperion after the completion of the transaction. The transaction has been approved by the boards of directors of both companies and is subject to customary closing conditions, including the approval of Brio's stockholders and regulatory approvals. It is expected to close in the fourth calendar quarter.
"The planned acquisition of Brio will advance our strategy of being the essential resource for companies committed to breakthrough performance everywhere," said Jeff Rodek, chairman and CEO of Hyperion. "With Brio, we will gain one of the most innovative and pioneering companies in business intelligence, and our customers will gain integrated query, reporting and analysis tools that are renowned for their ease of use, quick deployment, scalability and remarkable power."
"Brio has been a technology partner since 1996," continued Rodek. "We have seen first-hand the steady progress they have made with their products. With Brio, we will be able to deliver a complete solution for business performance management that unites strategic and day-to-day decision making to achieve performance accountability across all business functions and at all levels from the boardroom to the front lines. We believe this transaction will be a significant win for stockholders, customers, partners, and employees as we advance the power and reach of our business performance management solutions into every department – and to tens of thousands of users – throughout the enterprise."
"Brio and Hyperion share a passion for helping customers achieve breakthrough business performance," said Craig Brennan, president and CEO of Brio. "This combination creates the greatest on-going value for Brio customers, by ensuring continued enhancement, support, and, ultimately, integration of Brio's products into the industry's leading Business Performance Management platform. We are thrilled at the prospect of becoming part of the Hyperion team and expect that our shared vision will benefit both existing and new customers."
The transaction will enable Hyperion to expand its addressable market and increase share in one of the software industry's fastest growing categories. Brio Performance Suite 8 represents the easiest-to-use suite of BI tools available today. With Brio's complementary solutions, Hyperion expects to capture customers earlier in the buying cycle when their needs grow from simple reporting against transactional systems to dynamic performance monitoring of key operational measures to KPI (key performance indicators) dashboarding. Hyperion also expects that Brio's improved corporate viability as a result of the acquisition will accelerate the adoption of Brio's products.
Hyperion expects the transaction to be accretive to earnings per share on a GAAP basis in calendar year 2004, with the first accretive quarter expected to be the June 2004 quarter. Upon completion, Hyperion intends to extend and further integrate the Brio platform with Hyperion's applications. Given the complementary nature of the two products, Hyperion expects over time to realize revenue synergies including cross-sell opportunities into the combined installed base. In addition, the two companies believe there are significant opportunities for operating cost savings.
Combined trailing 12-month revenues for both companies total $613 million. Together, the companies have approximately 2,700 employees. Today, Hyperion has more than 6,000 customers and Brio has more than 10,000 customers worldwide.
Hyperion also announced today that it has signed a separate OEM agreement with Brio. Under the terms of the agreement, Hyperion will immediately begin reselling Brio's enterprise reporting, query and analysis, and dashboarding capabilities to Hyperion customers.
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