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J.L. Halsey Acquired Lyris
J.L. Halsey Corporation announces agreement to
purchase Lyris Technologies
Wilmington, Delaware. May 9, 2005, J.L. Halsey Corporation
(OTC Bulletin Board: JLHY.ob) announced today that it
has entered into an agreement to purchase Lyris Technologies,
Inc., an award-winning leader in email marketing and
email security software based in Berkeley, California.
The Stock Purchase Agreement provides that Halsey
will pay to the owners of Lyris $23.9 million in cash
at closing and execute a promissory note in the amount
of $5.6 million. The promissory note bears interest
at 10%, is payable on the second anniversary of the
closing, and is subject to Lyris achieving specified
revenue targets. The closing of the stock purchase is
subject to customary closing conditions. Halsey and
Lyris anticipate that the closing will occur within
approximately one week.
John Buckman founded Lyris in 1994. He and his wife,
Jan Hanford, led the company as it grew from one of
the original providers of email discussion group software
to a leading provider of email marketing software and
services. The company’s flagship product, Lyris
ListManager, helps companies design and send newsletters,
offers and other opt-in email campaigns to customers,
members, and subscribers. ListManager is used by many
of the largest and most respected organizations and
companies in the U.S., including non-profit organizations,
universities, publishing houses, media companies, record
labels, professional sports teams and branches of government.
In the 2004 elections, ListManager was used for both
the Bush/Cheney and the Dean for America campaigns to
communicate with supporters.
ListManager is offered both as a standalone software
product and as a hosted solution. Jupitermedia rated
Lyris’ hosted solution, Lyris ListHosting, number
one among middle market providers. As a software solution,
ListManager has been purchased by more than 4,000 customers.
Lyris believes this installed base is more than any
competing software product.
Lyris’ email deliverability solution, EmailAdvisor,
was recently rated the number one email delivery tool
by Jupitermedia. EmailAdvisor helps clients ensure that
their emails will render properly in the dozens of different
email clients. EmailAdvisor also assists legitimate
permission-based email publishers in increasing the
deliverability of important email to their clients.
MailShield Server is Lyris’ award-winning entry
in the network email security and anti-spam market.
MailShield helps customers protect their networks from
unsolicited and unwanted email messages and other email-based
attacks. Deployed by very large enterprises, MailShield
protects millions of unique addresses (primarily in
the cell phone market).
After the closing, Lyris will operate as a subsidiary
of Halsey. General Manager, Luis Rivera, will become
President and Chief Executive Officer of Lyris. Halsey
has elected Luis Rivera to be its Chief Operating Officer
upon closing.
David Burt, Chief Executive Officer of. Halsey stated,
“We are tremendously excited by the opportunity
provided by Lyris. We think it has great technology,
a strong management team and a very bright future.”
John Buckman, the founder and President of Lyris,
commented, “I am pleased that Lyris is being purchased
by a buyer who will fund its continued growth as a leader
in email marketing and security.” After the closing,
Mr. Buckman will resign as President of Lyris but will
remain an advisor.
Luis Rivera, the new Chief Executive Officer of Lyris,
stated, “We are enthusiastic about the opportunity
to deploy the resources provided by a public company
to grow both organically and through acquisition in
email marketing, hosting and security.”
Halsey anticipates filing an additional press release
upon closing that includes Lyris’ historical financial
results, including its rates of growth in both revenues
and taxable income.
Cautionary Statement
Except for historical information contained herein,
the statements in the press release are forward-looking
statements that are made pursuant to the Safe Harbor
Provisions of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements and the business
prospects of the Company are subject to a number of
risks and uncertainties that may cause the Company’s
actual results in future periods to differ materially
from the forward-looking statements. These risks and
uncertainties include, among other things, the purchase
of Lyris has not closed and there are conditions remaining
to closing; no information about Lyris has been filed
with the Securities and Exchange Commission; there are
risks related to each of Lyris’ businesses; these
risks will be set forth in filings with the SEC after
the purchase of Lyris has closed. There can be no assurance
that Lyris will achieve the financial and business performance
that Halsey anticipated when it agreed to purchase Lyris.
Other risks relate to Halsey and are described in the
J.L. Halsey Corporation 10-K report for the year ending
June 30, 2004, the 10-Q for the quarter ending December
31,2004 and other filings with the Securities and Exchange
Commission.
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