Optio(R) Software (OTCBB:OPTO), a leading provider of technology
solutions dedicated to helping customers automate, manage and improve
the complete lifecycle of document-intensive processes announced today
that it has entered into a definitive agreement to be acquired by
Bottomline Technologies, a leading provider of collaborative payment,
invoice and document automation solutions for $1.85 per share.
The acquisition is expected to extend Bottomline´s leadership
position as a provider of advanced capabilities for transactional
document automation, while expanding the company´s solution set with
Optio´s innovative technology. The proposed transaction, which has
been approved by the Board of Directors of both companies and is
expected to close in Bottomline´s fourth fiscal quarter, is subject to
Optio Software shareholder approval and other standard closing
conditions.
"We look forward to welcoming Optio´s customers, business partners
and employees to Bottomline. We believe the combination of Optio´s
solutions and technology with Bottomline´s existing capabilities will
enable us to deliver greater value to customers in the future," said
Rob Eberle, President and CEO of Bottomline Technologies.
"Bottomline and Optio Software share a common vision for how
organizations can improve the performance of critical business
functions by replacing manual, paper-based processes with automation,
while improving accuracy every step of the way," said Wayne Cape,
President and CEO of Optio Software. "We believe that the combination
of the two organizations, with their complementary solutions,
extensive domain expertise and broad customer bases, will create
exciting new opportunities for customers seeking to optimize their
document-intensive processes."
"Our channel partners will also benefit from the expanded
resources made available through the combination of the two
organizations," said Cape. "The channel is critical to our
go-to-market strategy and we remain committed to our partners´ future
success."
Headquartered in Portsmouth, New Hampshire, Bottomline supports
more than 9,000 customers, including 3,000 that access the company´s
payment and invoice automation capabilities through convenient
subscription-based services.
Serving industries such as financial services, insurance, health
care, technology, communications, education, media, manufacturing and
government, Bottomline provides products and services to approximately
65 of the Fortune 100 companies and 80 of the FTSE (Financial Times)
100 companies.
Needham & Company, LLC acted as financial advisor to Optio
Software, Inc. in this transaction.
About Optio Software, Inc.
Optio Software (OTCBB:OPTO.OB) with 25 years of experience and
more than 5,500 clients, worldwide, provides software solutions
dedicated to automating, managing and controlling the entire lifecycle
of document-intensive processes, while extending the value of their
Enterprise Resource Planning (ERP) and Hospital Information Systems.
More than 5,500 organizations rely on Optio Software for innovative
solutions that allow them to reduce transactional activities and focus
on core responsibilities. Headquartered in Alpharetta, Ga., Optio
Software maintains European, Middle Eastern and African (EMEA)
headquarters in the United Kingdom and sales offices in the United
States, France, Germany and the Netherlands. For more information
about Optio Software visit our website at www.optio.com.
About Bottomline Technologies
Bottomline Technologies provides collaborative payment, invoice
and document automation solutions to corporations, financial
institutions and banks around the world. The company´s solutions are
used to streamline, automate and manage processes and transactions
involving global payments, invoice approval, purchase-to-pay,
collections, cash management and document process automation.
Organizations trust these solutions to meet their needs for cost
reduction, competitive differentiation and optimization of working
capital. Headquartered in the United States, Bottomline also maintains
offices in Europe and Asia-Pacific. For more information, visit
www.bottomline.com.
Safe Harbor for Forward-Looking Statements
Statements in this press release regarding the proposed
transaction between Bottomline and Optio Software, the expected
timetable for completing the transaction, future financial and
operating results, benefits and synergies of the transaction, plans to
integrate Optio Software with Bottomline and future opportunities for
the combined company and any other statements about Bottomline or
Optio Software´s future expectations, beliefs, goals, plans or
prospects constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements
containing the words "believes," "plans," "anticipates," "expects,"
estimates and similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors
that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including: the
ability to consummate the transaction, including the ability to obtain
approval of the transaction by Optio Software´s shareholders; the
ability of Bottomline to successfully integrate Optio Software´s
technology, operations and employees; the ability to realize
anticipated synergies and cost savings; and the other factors
described in Bottomline´s Annual Report on Form 10-K for the fiscal
year ended June 30, 2007 and its most recent quarterly report filed
with the SEC and in Optio Software´s Annual Report on Form 10-K for
the fiscal year ended January 31, 2007 and its most recent quarterly
report filed with the SEC. Optio and Bottomline disclaim any intention
or obligation to update any forward-looking statements as a result of
developments occurring after the date of this press release.
Important Additional Information Will Be Filed With The SEC
Optio Software plans to file with the Securities and Exchange
Commission, or the SEC, and mail to its stockholders a Proxy Statement
in connection with the transaction. The Proxy Statement will contain
important information about Bottomline, Optio Software, the
transaction and related matters. Investors and security holders are
urged to read the Proxy Statement carefully when it is available.
Investors and security holders will be able to obtain free copies
of the Proxy Statement and other documents filed with the SEC by
Bottomline and Optio Software through the web site maintained by the
SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain
free copies of the Proxy Statement from Optio Software by contacting
Caroline Bembry at (770) 576-3525.
Bottomline and Optio Software, and their respective directors and
executive officers, may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated by
the merger agreement. Information regarding Bottomline´s directors and
executive officers is contained in Bottomline´s Form 10-K for the
fiscal year ended June 30, 2007 and its proxy statement dated October
15, 2007. Information regarding Optio Software´s directors and
executive officers is contained in Optio Software´s Form 10-K for the
fiscal year ended January 31, 2007 and its proxy statement dated June
1, 2007, which are filed with the SEC. As of March 3, 2008, Optio
Software´s directors and executive officers beneficially owned
approximately 14.1 million shares, or 57%, of Optio Software´s common
stock. In addition, since Optio Software´s June 1, 2007 proxy
statement, executive officers of Optio Software entered into change of
control agreements or amended existing change of control agreements
and were awarded cash bonuses, and executive officers and directors of
Optio Software were awarded options to purchase a total of 230,000
shares of Optio Software common stock. A more complete description
will be available in the Proxy Statement.
Bottomline Technologies and the BT logo are trademarks of
Bottomline Technologies, Inc., which may be registered in certain
jurisdictions. Optio is a registered trademark of Optio Software, Inc.
All other brand/product names are trademarks of their respective
holders.
