Exhibit 99.1
FOR IMMEDIATE RELEASE PRESS RELEASE
CONTACTS:
Xxxxxx Xxxxxxx Xxxxx Xxxxxx
Artemis International Proha PLC
303.305.4107 x000 (0) 00 0000 000
xxxxxx_xxxxxxx@xxxxxxxxx.xxx xxxxx.xxxxxx@xxxxx.xxx
Xxxxxx Xxxxxxx Xxxxx Major
Opus360 XXX XxXxxxx (Artemis - PR)
212.884.6451 303.298.8470 ext. 225
xxxxxxxx@xxxx000.xxx xxxxxx@xxxxxxxxxx.xxx
PROHA AND OPUS360 AMEND AGREEMENT FOR COMBINATION
OF ARTEMIS INTERNATIONAL AND OPUS360
- - - - - - - -
Companies amend earlier agreement
in order to expedite combination
NEW YORK, NY - JULY 12, 2001 -- Proha PLC and Opus360 Corporation
(OTCBB:OPUS) today announced they have amended the Share Exchange Agreement
entered into on April 11, 2001. The amendment enables the companies to
accelerate the operational combination of Proha's subsidiary, Artemis
International Corporation, with Opus360.
The accelerated schedule allows Xxxxxxx to bring a leading workforce
procurement solution to customers more quickly. Opus360's sourcing solution
will complement Artemis' Business Management Architecture(TM) - its
comprehensive suite of Project and Resource Collaboration offerings that is
delivered globally through its worldwide distribution network.
The revised transaction will take place in two steps. The operational
combination will be accomplished as of the first closing, which is expected
to occur on or before August 15, 2001. As of the first closing the combined
operations will operate under the name Artemis International and will be
led by the senior management team of Artemis, and the eight member Opus360
board of directors will consist of five members appointed by Xxxxx and
three of the existing Opus360 directors.
At the first closing, approximately 77 million shares of Opus360 common
stock (representing over 50 percent of the post-transaction outstanding
common stock of Opus360) will be issued to Proha in return for the Artemis
stock. The second closing will follow as soon after the first closing as
possible, but is expected to occur before year-end. At the second closing,
the transaction will be completed with the delivery by Opus360 of
approximately 123 million additional shares of Opus360 common stock as a
final purchase price installment for the Artemis stock and in return for
the delivery by Proha of 19.9 percent of the outstanding shares of two
Proha subsidiaries. Upon completion of the second closing, and as
previously announced, Proha will own approximately 80 percent of the
post-transaction outstanding common stock of Opus360.
Each of the closings is subject to certain closing conditions, including,
in the case of the first closing, Proha shareholder approval and in the
case of the second closing, Opus360 shareholder approval.
About Artemis International Corporation
Artemis International, a wholly owned subsidiary of Proha PLC, is a leading
provider of project and resource collaboration solutions. Its unique
Business Management Architecture(R) is the only total solution that
maximizes business performance by helping enterprises transform their
strategies into results. Artemis' unique combination of integrated and
scalable project and resource management software products and consulting
services is designed to meet IS/IT, capital program and new product
development application needs. Artemis(R) provides strategic portfolio
management and project and resource collaboration solutions to thousands of
customers worldwide, including Global 2000 companies such as: ABN AMRO Bank
N.V., American International Group. Inc., BAE SYSTEMS, The Boeing Company,
Deutsche Bank, Ericsson Inc., The Xxxxxxx Xxxxx Group Inc., The Goodyear
Tire and Rubber Company, ING Barings, Lockheed Xxxxxx, Xxxxxxx Plc, Nokia,
Pfizer Inc., SBC Communications Inc. and Sun Microsystems Inc.
Headquartered in Boulder, Colorado, Artemis operates through its
international network of 40 offices in more than 27 countries worldwide.
For more information, visit the Artemis Website at xxx.xxxxxxxxxxx.xxx.
About Proha PLC
Proha is a globally operating, growing and profitable software company. Its
key business areas are Project Management (Artemis), Financial Management
(Accountor), and ASP services based on Internet Technologies (Intellisoft).
The proforma net sales of the Proha Group was EUR 82.2 million in 2000.
Over 4/5 of the net sales originates from outside Finland. The Group
employs nearly 700 people over 450 of whom work outside Finland.
About Opus360 Corporation
Opus360 provides eBusiness software that enables companies to manage and
acquire skilled professionals strategically. Recently named one of the top
100 technology companies by Forbes magazine and one of the top 100
eProcurement providers by iSource Business magazine, Opus360's software
enables businesses to get more work done with the employees they have and
reduce the cost of acquiring skilled professionals. Opus360 has sold its
products and services to leading corporations, professional services and
staffing firms such as Lucent Technologies (NYSE: LU), Computer Sciences
Corporation (NYSE: CSC), CompuCom (Nasdaq: CMPC), Computer Task Group
(NYSE: CTG) and Global Managed Services. For more information, visit the
Opus360 Website at xxx.Xxxx000.xxx.
Forward Looking Statements
"Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995: This press release contains or may contain forward-looking
statements such as statements regarding the likelihood or effect of
completing the combination of Opus360 with Artemis International
Corporation, the abilities of Opus360 and Artemis International Corporation
to successfully integrate their businesses, Artemis International
Corporation's and Opus360's growth and profitability, growth strategy,
operating expense reduction targets and trends in the industry in which
Artemis International Corporation and Opus360 operate. These
forward-looking statements are based on current expectations and are
subject to a number of risks, uncertainties and assumptions. Important
factors that could cause actual results to differ materially from those
expressed or implied by these forward-looking statements are detailed in
the documents filed by Opus360 with the Securities and Exchange Commission
including but not limited to those contained under the risk factors section
of the Opus360 Annual Report on Form 10-K and Form 10-K/A for the year
ended December 31, 2000. Opus360 assumes no obligation to update these
forward-looking statements to reflect actual results, changes in risks,
uncertainties or assumptions underlying or affecting such statements or for
prospective events that may have a retroactive effect.
