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LEADING CONTENT MANAGEMENT VENDORS STELLENT AND OPTIKA TO MERGE Stellent, Inc. (Nasdaq: STEL), a global provider of content management solutions, announced today it has signed a definitive merger agreement to acquire all outstanding shares of Optika® Inc. (Nasdaq: OPTK), a leading enterprise content management (ECM) provider of imaging, business process management (BPM), collaboration and records management software, for $10 million in cash, approximately 4.1 million shares of Stellent common stock and the assumption by Stellent of Optika's outstanding options. Based on Stellent's stock price as of Jan. 9, 2004 and including the value of the options to be assumed, the transaction currently is valued at approximately $59 million. Immediately after the transaction, the former stockholders of Optika will own approximately 16 percent of the outstanding shares of Stellent common stock, and Stellent shareholders will own approximately 84 percent of the combined entity. The combined company will have an annual revenue run rate of approximately $100 million, and a cash and marketable securities position of approximately $70 million. The transaction is expected to be immediately accretive on a pro forma basis, excluding the effects of non-cash or non-recurring charges related primarily to expenses such as amortization of certain intangible assets and acquisition costs. ... The merger with Optika will strengthen and expand Stellent's document imaging, business process management and compliance capabilities. Optika's Acorde™ family of software products allows companies to manage content and streamline critical transactions related to business processes, such as accounts payable, claims processing and expense reporting. Additionally, Acorde seamlessly integrates with a variety of enterprise resource planning (ERP) and line-of-business systems to drive process efficiencies and cost savings that can result in significant ROI for customers. ... Optika's product line will enable Stellent to provide customers with a comprehensive suite of solutions to manage both collaborative, consumption-oriented content as well as content generated and circulated during complex business transactions. ... Optika currently has a base of more than 2,000 customers, including The Home Depot, Merrill Lynch, Georgia-Pacific, Bayer Corp. and Turner Broadcasting Systems. Read.
