NICE to Acquire
Actimize, Pioneering Convergence of Real-Time
Transaction and Interaction Analytics Solutions
Creates compliance, fraud and risk management
powerhouse for the financial services industry
NICE Systems Ltd. (NASDAQ: NICE), a leading global
provider of advanced solutions that enable organizations
to extract Insight from Interactions™ to drive
performance, today announced that it has signed a
definitive agreement to acquire Actimize, the leading
provider of transactional risk management software for
the financial services industry. Under the terms of the
agreement, NICE would acquire Actimize for a total
consideration of approximately $280 million. The
consideration comprises of approximately 80% paid in
cash and approximately 20% by allocating NICE ordinary
shares. The transaction is subject to the satisfaction
of customary closing conditions and is anticipated to
close towards the end of the third quarter of 2007.
"Bringing together Actimize’s and NICE’s solutions
establishes NICE as an enterprise-wide analytics
powerhouse. Our combined solution constitutes a
technology breakthrough in processing, analyzing, and
cross-referencing information from customer transactions
and interactions. This is the only combination in the
world, which for the first time will be able to take
millions and millions of transactions and interactions,
and handle huge masses of data, comprising a full view
of the customer touch points with the organization,"
said Haim Shani, Chief Executive Officer of NICE.
"Actimize’s transaction analytics and risk management
solutions along with NICE’s interaction analytics and
proven leadership in the compliance market changes the
competitive landscape in the financial services
industry, as well as in the enterprise and security
markets in which we operate."
As a leader in the financial services market, NICE
solutions today capture and analyze hundreds of millions
of voice, web, email and other interactions daily, at
customers including the world’s top banks, brokerages,
and thousands of financial institutions worldwide, which
seek to improve compliance, enterprise performance, and
customer loyalty. Actimize solutions are analyzing today
close to one billion transactions daily at the world’s
top banks and brokerage firms, which are seeking to
improve compliance, fraud prevention, and anti-money
laundering. Leveraging on these synergies, NICE and
Actimize will focus initially on the financial services
industry to offer the first solution in the world which
provides real-time transaction and interaction
analytics.
Whether a customer calls a financial contact center,
accesses the enterprise web site, corresponds through
email, or makes an ATM withdrawal, the combination of
NICE and Actimize will enable financial institutions and
enterprises to receive real-time alerts on compliance,
fraud and other anomalies, dramatically improving the
organization’s business performance¬ and risk management
capabilities.
Furthermore, NICE will expand its business through
this combination to provide a more complete,
comprehensive and accurate picture of customer behavior
in other verticals within the enterprise and security
markets; addressing additional critical issues such as
customer loyalty and retention, and market intelligence.
NICE also expects to leverage this combination for
additional national security applications.
Actimize will operate as a wholly owned subsidiary
following completion of the transaction with its current
management team remaining in place. David Sosna will
continue to serve as Chief Executive Officer, reporting
directly to Haim Shani, Chief Executive Officer of NICE.
"Joining NICE is an important step in Actimize’s
growth and business strategy," said David Sosna, Chief
Executive Officer of Actimize. "Being a part of NICE
will enable us to offer our customers a solution which
can provide them with unmatched capabilities in
addressing their risk management challenges. Removing
major middleware barriers and gaining direct access to
NICE’s insights from unstructured, multimedia data
together with our transactional expertise constitutes
the most complete, accurate, and timely view of customer
behavior. Our customers are positioned, like never
before, to meet their compliance needs and reduce fraud
in a faster and easier manner."
"We are looking forward to having the Actimize team
join us. This is a great company, with an impressive
talent pool, run by a top-notch management team," added
Haim Shani, Chief Executive Officer of NICE. "This
strategic acquisition marks another milestone in our
innovative strategy of expanding our foothold in the
enterprise software market, by creating a new and
innovative company in the world. We are excited about
the many and varied opportunities presented by this
move, and expect that it will contribute to NICE’s
growth and profitability."
Transaction Details
Under the terms of the agreement, NICE would acquire
Actimize for a total consideration of approximately $280
million. The consideration comprises of $227 million
paid in cash and an allocation of approximately 1.5
million NICE ordinary shares. In addition, unvested
stock options and restricted shares will be assumed by
NICE and exchanged for NICE stock options. The
transaction is subject to the satisfaction of customary
closing conditions and is anticipated to close towards
the end of the third quarter of 2007.
Guidance
Assuming the deal closes towards the end of the third
quarter 2007, NICE expects a contribution of $10-12
million non-GAAP revenue from the acquisition and a
dilution of $0.04-$0.05 in non-GAAP EPS in the fourth
quarter of 2007, primarily due to lower financial income
expected for this period. As a result, NICE is raising
its full year non-GAAP revenue guidance for 2007, to
$497-$514 million and is updating its non-GAAP EPS to be
in the range of $1.31 - $1.42 for 2007.
For 2008, NICE expects the deal to contribute $55 to
$60 million to non-GAAP revenues, which represents
approximately 40-50% growth over 2007. The deal is
expected to become accretive in the third quarter of
2008.
This outlook may change as the integration proceeds
and acquisition accounting is finalized.
Conference Call and Slide Webcast Information
NICE will host a conference call on July 2nd, 2007 at
09:00 AM EST (16:00 Israel). Participants may access the
conference call by dialing US toll-free 1-800-994-4498
or 1-888-281-1167; international: +972-3-9180687;
Israel: 03-9180687. The call will also be broadcast live
on the internet, accompanied by a slide presentation
that can be accessed at NICE's website at www.nice.com.
A telephone replay will be available for up to 72 hours
from approximately three hours following the call. The
replay information: US Toll-free: 1-888-326-9310;
international: + 972-3- 925-5930; Israel: 03-9255930.
About Actimize
Mitigating transactional risk across enterprise silos,
Actimize is a leading provider of software solutions for
anti-money laundering, brokerage compliance, customer
due diligence and fraud prevention. Built on a patented,
scalable and extensible analytics platform, Actimize
solutions enable financial institutions to increase
their insight into real-time customer behavior and
improve risk and compliance performance. Six of the top
10 global banks and eight of the top 10 U.S. brokerages
use Actimize solutions to process hundreds of millions
of transactions a day. Actimize has offices in New York,
Israel, London and Tokyo. For more information, go to
www.Actimize.com.
About NICE
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