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Subject: OASIS MEMBER NEWS: SoftQuad To Acquire ADEi,A Leading Provider Of XML Content Transformation Solutions
NEWS RELEASE SoftQuad To Acquire ADEi, A Leading Provider Of XML Content Transformation Solutions Acquisition positions SoftQuad as dominant provider of solutions for XML content creation and exchange TORONTO, ON - Nov. 16, 2000 - SoftQuad Software, Ltd. (OTC Bulletin Board: SXML), an internationally recognized developer of XML-enabling technologies and commerce solutions for e-business, today announced it has signed a definitive agreement to acquire privately held Advanced Data Engineering, Inc. (ADEi) of Petaluma, California. ADEi is a leading provider of content transformation solutions that enable organizations to convert large volumes of existing data from multiple sources into XML, the industry standard co-authored by SoftQuad. "Structured XML content is the cornerstone of eBusiness application success. The effective creation of XML content and the transformation of legacy documents into structured content are key requirements. The combination of SoftQuad's premier content creation solution, XMetaL, with ADEi's advanced content transformation systems, uniquely positions SoftQuad to provide Global 2000 companies with a complete solution for XML content creation and transformation," said Roberto Drassinower, CEO of SoftQuad. "Our enhanced capabilities allow us to aggressively pursue strategic partnerships with global systems integrators to capitalize on the market's anticipated broad deployment of XML solutions." Addition of Large-Scale Migration Systems Gives SoftQuad Comprehensive Offering for XML Content Creation and Exchange As global 2000 companies increasingly embrace high impact e-business applications to realize cost savings and drive revenue growth, there has been a corresponding increase in the adoption of XML technologies. In effect, XML is fueling a new phase of Internet development. To date, Microsoft, IBM and Oracle have all launched major XML initiatives to capitalize on growing market opportunities. According to Jupiter Communications, B2B e-commerce transactions are expected to reach $6.3 trillion by 2005. By 2004, 40 per cent of all B2B traffic will pass through an XML server, which is expected to generate over $600 billion in revenues, according to Zona Research. SoftQuad's award-winning XMetaL(r), the premier XML content authoring solution in use by over 2000 customers, enables everyone in an organization to create original XML content for shared use. The ability to convert existing content directly into XML is a fundamental requirement for companies as they migrate their enterprise content infrastructures to XML. With the ability to transform large volumes of existing documents in formats such as Word, Quark, Pagemaker and Acrobat (PDF), ADEi's systems solve the content transformation challenges that many organizations face. Additionally, ADEi's XML-it Document Markup System, now part of the SoftQuad content services offering, provides an easy way to transition existing Word content into XML. This gives customers total control over their migration to an XML content infrastructure. "We are pleased to be joining forces with SoftQuad, the recognized leader of XML technology," stated Rick Russell, president of ADEi. "Together, we will be able to respond to the growing needs of Global 2000 companies and their suppliers to quickly create XML content and convert existing content into XML." XML Expertise, Key Customer Additions and Enhanced Market Presence ADEi's management team and engineering staff are all expected to join SoftQuad. Combined, ADEi's team has roughly 75 years of advanced content and application experience. ADEi has expertise with large-scale content transformation for global companies such as CCH Inc., WebMD, Law.com, IDG Publications, Invisible Worlds Medem, and Staywell-Krames. SoftQuad will now have 105 employees, including ADEi's 12 employees, and a new office in Petaluma, California, north of San Francisco. SoftQuad plans to maintain ADEi's facilities in Petaluma as a strategic services, sales and business development center in close proximity to Silicon Valley. Acquisition Terms Under the terms of the transaction, SoftQuad will acquire all of the outstanding shares of ADEi for approximately 750,000 shares in newly issued SoftQuad common stock, subject to minor post closing working capital adjustments. Further terms and conditions were not disclosed. The transaction, which is immediately accretive to SoftQuad earnings, has been approved by the Board of Directors of each company and is expected to close in November 2000. KBL Capital Partners Inc. acted as strategic and financial advisor to SoftQuad Software, Ltd. in its acquisition of ADEi. About SoftQuad Software, Ltd. SoftQuad Software, Ltd. (OTC Bulletin Board: SXML) is a founding member of the World Wide Web Consortium (W3C). The Company co-invented XML technology and is internationally recognized in the technical community as a developer and world leader of XML e-enabling technologies to the growing business-to-business (B2B) Internet infrastructure solutions market. SoftQuad was first to the content creation market with XMetaL, an advanced yet easy-to-use XML content creation solution which has already become the premier enabling technology for XML-based content applications in electronic publishing, e-commerce and knowledge management. SoftQuad continues to target the growing B2B marketplace with MarketAgility, a supply-side content solution that allows companies to effectively join and compete in B2B e-markets. Awards: XMetaL won the Web Techniques 1999 "Web Authoring Tool of the Year" Award; it was one of Internet Week's "Best of the Best", winning the "Most Innovative" in "Best of 1999" awards and it is also one of XML Journal's "World Class" recommendations for 2000. For more information, visit SoftQuad's web site at http://www.softquad.com. About Advanced Data Engineering, Inc Advanced Data Engineering, Inc. is an Internet services company that specializes in developing custom information systems. These systems, such as XML-it, add structure to unstructured content, thereby enabling companies to publish and exchange information over the Internet or private networks in a fast, straightforward manner. ADEi has over 10 years of experience taking complex unstructured documents, adding structure, designing DTDs, and schemas and building easy-to-use production systems and editing tools for the non- technical user. For more information about ADEi, visit their web site at http://www.adei.com. Caution Concerning Forward-Looking Statements This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "anticipates", "estimates", "expects", "will", "should", "projects", "intends", "plans", "believes" and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify such forward-looking statements. Those forward-looking statements are management's present expectations of future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances, and SoftQuad is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of such changes, new information, future events or otherwise. SoftQuad is an early-stage growth company that operates in a highly competitive and rapidly changing environment, and its business results are dependent on numerous factors, including demand for its products and services, especially its newly introduced MarketAgility product, growth in the market for XML products, its ability to manage costs, generate revenues and become profitable, the potential impact of any mergers, acquisitions or other business combinations, the transition from its past reliance on revenues from its HoTMetaL (HTML-based) product to its XML-based products, its ability to meet its future capital requirements, technological developments, competition from other companies that may have longer operating histories or greater financial resources, protection of its intellectual property rights, its ability to attract and retain key personnel, the resolution of issues concerning commercial activities via the Internet, including security, reliability, cost, ease of use and access, government regulation, risks related to international sales and potential foreign currency exchange fluctuations, political, business and social conditions in the geographic areas in which it operates and in which its products are sold, its ability to successfully obtain inclusion of its common stock on the NASDAQ National Market and other risks detailed from time to time in periodic reports filed by SoftQuad with the U.S. Securities and Exchange Commission and other regulatory authorities. SoftQuad's actual results could differ materially from management's expectations because of such factors. For further information on SoftQuad Software, contact: Media Contact: David Terry ITPR (for SoftQuad Software) (416) 860-3899 ext. 3607 david@itpr.com Investor Contact (800) 773-7317 investorinfo@softquad.com Analyst Contact David Lewis CFO, SoftQuad Software, Ltd. (416) 544-3001 david.lewis@softquad.com For further information on ADEi, contact: Janis Peterson Tel: 707-794-7000 ext. 19 Fax: 707-794-7009 Janis@adei.com www.adei.com SoftQuad and XMetaL are registered trademarks of SoftQuad Software, Ltd. MarketAgility is a trademark of SoftQuad Software, Ltd. All other products or company names mentioned are used for identification purposes only, and may be trademarks of their respective owners. Heather Grant Account Executive ITPR 214 King Street West, Suite 216 Toronto, ON M5H 3S6 Tel: (416) 642-6353 Fax: (416)642-6361 Email: Heather@itpr.com
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