Verity Inc., a leading provider of enterprise software that enables organizations to maximize the return on their intellectual capital investments, and Cardiff Software Inc. of Vista, CA, a leading privately-held supplier of technology that enables the capture and automation of dynamic business information, today announced a definitive agreement for Verity to acquire Cardiff in a transaction with an aggregate purchase price of approximately $50 million in cash, adjusted for Cardiff’s net cash balance as of December 31, 2003.

Cardiff products include TELEform, LiquidCapture and LiquidOffice, a comprehensive suite that automates document capture, e-Forms and workflow- driven business processes. Verity anticipates closing the transaction in 30 to 60 days, subject to the satisfaction of customary closing conditions. The transaction is expected to be accretive in the first full quarter of combined operations to Verity’s net income on a cash EPS basis (which excludes purchase accounting adjustments).

“With this acquisition, Verity has the opportunity to leverage its leadership in the search, classification and recommendation categories of intellectual capital management and extend it to content capture, e-forms and business process automation,” said Anthony J. Bettencourt, Verity’s president and chief executive officer. ”The addition of Cardiff’s products, people and partners brings Verity the ability to enable enterprises to optimize their dynamic information assets, capturing the value of interaction between documents and the business processes they represent. We view the ability to market Verity products into Cardiff’s installed base and Cardiff’s products into Verity’s, to be a tremendous opportunity to cross-sell. The breadth of the combined product offering expands our footprint in the enterprise.”

“The success of our products has been driven by the productivity gains and cost savings they deliver to our customers and partners around the globe, “ said Dennis Clerke, Cardiff’s president and chief executive officer. “We’re excited about joining the Verity team as this creates a unique and natural combination of intellectual capital management solutions with content capture, e-forms and business process automation.”

Cardiff Software sells its products on a direct basis, as well as through an extensive international network of resellers and OEMs, into many vertical markets including financial services, healthcare, and federal, state and local governments. The company’s major customers in these markets include the U.S. Department of Justice, the U.S. Department of Energy, the U.S. Army, the State of California, Kaiser Permanente, Cardinal Health, Mayo Foundation, American Express, HomeBanc Mortgage Corporation, GMAC, Toys “R” Us, Johnson Controls and British Petroleum.

Verity was represented by Thomas Weisel Partners in this transaction. RBC Capital Markets served as Cardiff's advisor.

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