Southborough, Massachusetts - June 1, 2005 -ViryaNet (NasdaqSC: VRYA), a leading provider of integrated mobile and Web-based software applications for workforce management and field service delivery, today announced that it has established a subsidiary in Australia, ViryaNet Pty Ltd (ViryaNet Australia), and concurrently has entered into a definitive agreement to acquire substantially all of the assets of privately-held e-Wise Solutions, based in Melbourne, Australia. The
acquisition, which is subject to the satisfaction of certain closing conditions, will further ViryaNet's presence in the Australian market, complementing the May 17, 2005 announcement of ViryaNet's first Australian customer, Integral Energy.
e-Wise Solutions develops and implements front-office automation solutions for mobile and desktop platforms, and has a customer roster that includes a number of large organizations in the utility, government, and oil & gas services market segments, across Australia, New Zealand, and the Asia Pacific region. A sampling of customers includes City West Water, City of Melbourne, Barwon Water, and others. e-Wise became a value added reseller of ViryaNet Service Hub in October 2004.
Through ViryaNet Australia, ViryaNet will acquire substantially all of the assets of e-Wise, including intellectual property rights, and will assume certain customer and partnership agreements, for an initial consideration for $0.7 million USD payable in unregistered Ordinary Shares of ViryaNet and the assumption of approximately $0.3 million USD of unsecured debt. The amount of ViryaNet Ordinary Shares issued, as part of the stock consideration, will be determined using the average
closing price per share for the twenty-five day period prior to the date of the closing of the acquisition. Additional consideration of up to $0.7 million USD in unregistered Ordinary Shares may be paid to e-Wise in 2006 based on the achievement of certain performance objectives for FY 2005.
ViryaNet Australia is expected to retain e-Wise's current executive team and employees, offerings, and offices in Australia. The acquisition is expected to close during June of 2005, subject to certain closing conditions, and is expected to be accretive to the Company's earnings performance for 2005.
"Australia is a vibrant marketplace, one we believe is well suited for ViryaNet's products and services. ViryaNet Australia will give us an operating unit for serving the Australia, New Zealand, and the Asia/Pacific markets. The acquisition of e-Wise is another step forward in attaining our goal of developing local presence in each of our targeted geographies," stated Paul V. Brooks, president and CEO, ViryaNet. "The e-Wise team has demonstrated success with solid
products and top-quality professional services, resulting in a robust installed base of satisfied customers. We welcome the e-Wise staff, partners, and customers, and look forward to expanding the ViryaNet presence in this part of the world."
ViryaNet's mobile workforce management product, including an advanced scheduling optimization algorithm, complements the case-management capabilities of e-Wise's flagship product, FOCUS, together creating a compelling mobility solution for a wide range of markets.
e-Wise CEO and founder, Mark Hosking, described the merging of the companies as a win-win for both. Hosking said, "It will extend the capabilities of the e-Wise team and the reach of ViryaNet Australia into new markets." Upon closing of the acquisition, Mr. Hosking will be named General Manager of ViryaNet Australia.
e-Wise's enterprise service request and dispatching system, FOCUS, automates the flow of information from front-office call centers to field operations staff, resulting in productivity improvements. The solution is suitable for applications involving the automation and integration of front-office operations with field staff, such as maintenance crews, meter readers, and sales forces. Current e-Wise prospects and customers will continue receiving the same high quality offering and
services. FOCUS will continue to be supported and enhanced, and become a part of the ViryaNet family of products.
"ViryaNet Australia, leveraging the strengths of ViryaNet, will provide a powerful solution offering and world-class professional services team," concluded Hosking.