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Investor Guide
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EDGAR Online, Inc. to Acquire Financial Insight Systems
Acquisition Doubles Revenues and Significantly Improves Cash Flow
Contacts:
Jay Sears
Senior Vice President
Strategy and Business Development
(203) 852-5666
sears@edgar-online.com
Jeanne Donovan
Director
Citigate Dewe Rogerson
(212) 419-8304
jeanne.donovan@citigatedr-ny.com
Norwalk, CT, October 19, 2000 - EDGAR Online,
Inc. (NASDAQ: EDGR), the leading Internet-based provider of business,
financial and competitive information derived from U.S. Securities and
Exchange Commission EDGAR filings, today announced that it has entered
into a definitive agreement to acquire Financial Insight Systems (FIS),
a privately-held company that sells EDGAR-derived data and information
systems to large financial institutions. The acquisition will significantly
enhance EDGAR Online's position as a leading, full service,
financial information provider. The combined company is expected to have
an immediate revenue run-rate in excess of $20 million per year upon completion
of the transaction, doubling the current revenues of EDGAR Online
and moving the company toward profitability.
Under the terms of the stock purchase agreement, EDGAR
Online will purchase all the outstanding shares of FIS for $11.8
million in cash, 2.45 million shares of newly issued EDGAR Online
stock and a $6 million two-year 7.5% note, for a total transaction value
of $28 million. The transaction has been recommended by the Board of Directors
of each company and is expected to close within a month. EDGAR Online
shareholder approval is not required.
Transaction Highlights:
- Increase in Corporate Customers. The addition
of FIS's corporate customer base will enable EDGAR Online
to reach its stated revenue mix objective one year ahead of schedule.
More than 70% of EDGAR Online's revenues will now come
from sales of customized data and information services directly to corporations.
FIS major clients include NASDAQ, Thomson Financial, Pink Sheets, CCH
and Verizon.
- Improves Cash Flow. The combined company expects
to be cash flow positive during fourth quarter 2000.
- Stronger Technology Focus. The combined company
will have over 70 technologists who will enable EDGAR Online
to accelerate product development and complete custom work for its expanding
list of corporate clients. Albert Girod, founder and CEO of FIS, will
become the Chief Technology Officer of EDGAR Online and
will join the company's Board of Directors.
"Our two companies couldn't be better suited,"
said Susan Strausberg, CEO of EDGAR Online. "We have built
a strong EDGAR Online brand name known for information services
provided both on public Web sites and as customized data services sold
directly to corporations. FIS has concentrated on developing the technology
base needed to extract and deliver very high quality information from
EDGAR filings. It has used this superior technology to penetrate the high-end
of the financial information markets. Together we will have the marketing,
technology and critical mass needed to become a major player in the business
information industry."
According to Albert Girod, founder and CEO of FIS,
"This transaction clearly positions EDGAR Online as the
leader in the financial information industry. The company will have a
long list of blue chip clients and an unmatched array of real-time products
and services. We are pleased to be partnering with such a formidable force
in the industry."
Don Bosic, Senior Vice President of the Interactive
Group at NASDAQ, said "NASDAQ looks forward to taking advantage of the
new services that will be available to us as a result of the combination
between FIS and EDGAR Online."
While this acquisition bolsters primarily the corporate
segment of its business, EDGAR Online remains committed
to its Internet-based advertising and on-line subscriptions revenue streams,
which are expected to account for approximately 25% of revenues next year.
New products available from FIS will be added to EDGAR Online's
websites as a result of the transaction.
EDGAR Online's headquarters will
remain in Norwalk, Connecticut. The combined company will have approximately
120 employees with offices in Baltimore and Rockville, Maryland; Kirkland,
Washington; and New York City.
About FIS
FIS is a privately-held company that develops Internet-based
financial and business system solutions and sells EDGAR-derived data and
information systems to large financial institutions. FIS's revenues of
$6 million for the first nine months of 2000 came from sales of EDGAR-derived
data and customized applications services programming to major corporate
customers. In addition to supplying customized data services to financial
clients, FIS is a leading developer of Internet-based financial and business
system solutions. Proven web-technologies are used to assist companies
in developing customized client-server applications that make use of the
data streams supplied by FIS. For more information, please visit the Company's
Web site at http://www.finsys.com.
About EDGAR Online, Inc.
EDGAR Online is the leading business-to-business
and Web-based provider of business, financial and competitive information
derived from U.S. Securities and Exchange Commission (SEC) data. Based
in Norwalk, Connecticut, EDGAR Online has offices in Kirkland,
Washington and New York City. The company sells to the corporate market
and Internet portals as well as running five destination Web sites (http://www.EDGAR-online.com,
http://www.freeEDGAR.com, http://www.ipo-express.com, http://www.insidertrader.com,
http://www.fd-express.com). For more information, please visit the Company's
Web site at http://www.EDGAR-online.com/news.
"Forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995 may be included in this
news release. These statements relate to future events or our future financial
performance. These statements are only predictions and may differ materially
from actual future events or results. EDGAR Online, Inc.
disclaims any intention or obligation to revise any forward-looking statements
whether as a result of new information, future developments or otherwise.
Please refer to the documents filed by EDGAR Online, Inc.
with the U.S. Securities and Exchange Commission, which identify important
risk factors that could cause actual results to differ from those contained
in forward-looking statements, including, but not limited to risks associated
with changes in general economic and business conditions (including in
the online business and financial information industry), actions of our
competitors, the extent to which we are able to develop new services and
markets for our services, risks in connection with our recent acquisition
and other acquisitions which we may consummate in the future, the time
and expense involved in such development activities, the level of demand
and market acceptance of our services and changes in our business strategies.
EDGAR is a federally registered trademark of the U.S. Securities and Exchange
Commission. EDGAR Online is a product of EDGAR Online,
Inc., and is neither approved by, nor affiliated with the SEC.
We will be hosting a conference call today at
10:00 am ET to discuss our acquisition of FIS.
To participate in the call please dial 719-457-2629
approximately 10 minutes before the scheduled start time.
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