Tumbleweed Communications
Corp. To Acquire Interface Systems, Inc.
Interface's legacy data services and
Tumbleweed's secure communications channel transform electronic
statement delivery
REDWOOD CITY, CA and ANN ARBOR, MI - June
29, 2000 - Tumbleweed® Communications Corp. (Nasdaq:TMWD),
a leading provider of advanced email solutions for business communications,
and Interface Systems, Inc., (NASDAQ: INTF), a leading provider
of Legacy-to-Internet (L2i) technology, today jointly announced
that Tumbleweed has entered into a definitive agreement to acquire
Interface. Together, Interface's industry-leading L2i suite
of legacy data conversion products and services and Tumbleweed's
secure channel for electronic bill and statement presentment
provide the necessary technologies and services to transform
electronic statement delivery and hasten its adoption.
Interface's industry-leading L2i products and services greatly simplify
the process of transforming and using data found in legacy systems into
electronic content that is easy to distribute and use online. The L2i products
can automatically take information from mainframe print streams and intelligently
convert it into formats such as pdf, HTML or XML for use online. Tumbleweed's
solutions enable the secure exchange of this information between businesses
and users via Tumbleweed Integrated Messaging Exchange (IME),
a platform and set of applications for creating secure communication channels
between a business and its customers, partners, and suppliers.
"Tumbleweed studied the legacy data conversion market for several quarters, evaluating
products, interviewing customers, and meeting management teams from a number
of vendors," said Jeffrey C. Smith, president and CEO, Tumbleweed Communications
Corp. "We concluded Interface was the leader in the legacy to Internet data conversion
market. In fact, we integrated the products at a joint customer- Wachovia Securities
Inc. - to validate the combination prior to executing the definitive agreement."
"Combining Tumbleweed IME with Interface's L2i products and services gives our
customers a comprehensive end-to-end solution for electronic statement presentment:
legacy data conversion, personalization, secure email delivery, archival and
an automated inquiry/response loop. End users want to aggregate statements in
their existing email boxes - banks, brokerages, telcos, utilities, and credit
card companies want the same thing. These businesses don't want to simply post
statements on web sites and wait for their customers and business partners to
come to them; rather, they want to present those statements to their customers," continued
Smith.
"Electronic Bill Payment and Presentment (EBPP) vendors have focused on payment
and neglected the importance of presentment. Secure email is the key to solving
the presentment problem," said Smith. "The combination of Tumbleweed IME and
Interface L2i creates a vital communications channel between businesses and their
customers that will take EBPP to a new level."
"Tumbleweed's secure communications platform is the ideal means to deliver information
prepared by Interface's L2i products and services," said Robert Nero, president
and chief executive officer of Interface Systems, Inc. "Many of our customers
distribute confidential documents prepared by our platform inside their corporate
firewalls, but the next major step forward involves sending those documents to
customers and business partners via the Internet. Tumbleweed's secure communications
platform satisfies one of our customers' key strategic growth requirements - a
secure communications platform that reaches anyone on the Internet. We are delighted
to become part of Tumbleweed and to offer our combined products and services
to all of our customers."
"Statement presentment is a significant market opportunity for us. Interface's
L2i technology will help us penetrate further into our target verticals to solidify
our leadership position," said Smith. "Our primary business goal is to increase
the amount of traffic that flows over our secure communications channel. Interface's
diverse sources of legacy data and services can be automatically sent over Tumbleweed
IME."
Upon the completion of the transaction, Interface will become a wholly
owned subsidiary of Tumbleweed. Under the terms of the agreement, Interface
shareholders will receive a fixed exchange ratio of 0.264 Tumbleweed common
shares for each share of Interface common stock. In connection with the
acquisition, the companies announced their intent to divest the Cleo solutions
group.
The transaction, which is expected to close in the third quarter of 2000,
is intended to be tax free to Interface shareholders and to be accounted
for as a purchase. The boards of directors of both companies have approved
the transaction. The completion of the transaction is subject to closing
conditions and the approval of Interface shareholders.
About Interface Systems, Inc.
Interface Systems develops and markets Legacy-to-Internet software and
services solutions under the L2i brand. The Company's products, which
include MyCopy, eBill Bridge and Document Server, enable large
organizations to re-deploy information stored on legacy systems as the
foundation for their strategic e-commerce or Internet-based applications.
Interface's products, geared primarily toward the fast-growing customer
statement delivery and online billing markets, offer rapid, cost-effective
implementation without having to alter the legacy applications.
About Tumbleweed
Tumbleweed Communications Corp. is a leading provider of advanced email
solutions for business communications. Our products and services enable
businesses to create and manage secure online communication channels that
leverage established email networks and enterprise applications. Tumbleweed
Integrated Messaging Exchange is a platform and set of applications for
creating secure communications channels between a business and its customers,
partners, and suppliers. Tumbleweed Messaging Management System is a comprehensive
solution that extends internal email systems to the Internet through centralized
security, policy enforcement, filtering and archiving. Used together, Tumbleweed
IME and Tumbleweed MMS automatically apply security policies and redirect
sensitive email for secure, trackable delivery.
We urge investors and security holders to read the following documents,
when they become available, regarding the merger described above, because
they will contain important information:
- Interface Systems' definitive proxy statement relating to the special
meeting of its shareholders to be held for the purpose of considering
and voting upon the agreement and plan of merger; and
- Tumbleweed Communications' Registration Statement on Form S-4, containing
such document and other information.
These documents and amendments or supplements to these documents will be
filed with the United States Securities and Exchange Commission. When these
and other documents are filed with the SEC, they may be obtained free of
charge at the SEC's web site at www.sec.gov.
You may also obtain for free each of these documents (when available) from
Tumbleweed Communications by directing your request to Jennifer Ruddock
in Investor Relations at 650-216-2129, or from Interface Systems by directing
your request to Brian Brooks, CFO, at 734-769-5900 ext. 1747.
Except for the historical information contained
herein, the matters discussed in this press release may constitute forward-looking
statements that involve risks and uncertainties that could cause actual
results to differ materially from those projected, particularly with respect
to the security features of Tumbleweed's products and the activities of
any third party. In some cases, forward-looking statements can be identified
by terminology such as "may," "will," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and
similar expressions. For further cautions about the risks of investing
in Tumbleweed, we refer you to the documents Tumbleweed files from time
to time with the Securities and Exchange Commission, particularly Tumbleweed's
Form 10-K filed March 30, 2001 and Form 10-Q filed November 13, 2001. Tumbleweed
assumes no obligation to update information contained in this press release.
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