CHELMSFORD, Mass., June 17, 2013 /PRNewswire/ -- Datawatch
Corporation (NASDAQ-CM: DWCH), the leading global provider of
information optimization solutions, has agreed to acquire
Panopticon Software AB, a privately held Swedish company
specializing in the delivery of real-time visual data discovery
solutions. Under terms of the definitive agreement -
unanimously approved by the Boards of Directors of both companies -
Datawatch will acquire all outstanding shares of Panopticon in an
all-stock transaction. Based upon the closing price of
Datawatch common stock as of June 14,
2013, the deal is valued at approximately $31.4 million. Completion of the
transaction is subject to the approval of the Datawatch
stockholders, which is expected to occur during its fiscal fourth
quarter ending September 30,
2013.
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The integration of Panopticon's advanced visual data discovery
software makes Datawatch the first company to deliver real-time
analytics and discovery by accessing the industry's broadest
variety of data types simultaneously—including traditional
structured relational databases, semi-structured sources like
reports, PDF files, EDI streams, print spools and documents stored
in files systems or enterprise content management systems,
with a new mix of unstructured data such as machine data and
social media stored in Big Data solutions or streaming directly
from a host of real-time applications.
Associating all relevant data in a visually-rich, real-time
analytical environment enables businesses to isolate and resolve
problems as they occur, perceive hidden patterns, track emerging
market trends, and identify opportunities for competitive advantage
and improved business processes. Panopticon's customers span
all vertical industries and include some of the largest
multinational companies in the world, including Citigroup, Credit
Suisse, HSBC, J.P. Morgan, Novartis, Pfizer, Vodafone, Cable &
Wireless, Shell and BAE.
"The acquisition of Panopticon is a transformative event for
Datawatch and the industry," said Michael
A. Morrison, President and CEO of Datawatch. "This
acquisition will immediately benefit our combined customers,
partners and prospects by allowing them to accelerate the
development and deployment of solutions that use the wide variety
of data formats and sources present in every organization.
Our collective capabilities to address Big Data opportunities are
vastly improved with the high velocity access enabled by
Panopticon's real-time visual data discovery solution and the
variety of data sources and formats that can be transformed by the
Datawatch Information Optimization platform."
Panopticon is a particularly good fit for Big Data environments
where visual data discovery capabilities allow people to use their
intuition to find meaningful – and actionable – information in all
the data available to them, including semi-structured and
unstructured sources, real-time streaming feeds as well as message
buses and complex event processing engines.
"Panopticon pioneered interactive, real-time visual data
discovery to speed up business processes, reduce operational and
investment risks, detect anomalies and identify opportunities for
growth," said Willem De Geer,
Managing Director of Panopticon. "We are excited to join
forces with Datawatch and bring a truly unique solution for visual
analysis of the wide diversity of data formats that exist within
enterprises. Our customers and partners will be thrilled to
have the opportunity to incorporate semi-structured and
unstructured data into their Panopticon solutions."
"Effective visualization of business information is in heavy
demand; our research shows that 48 percent of organizations have
indicated presenting data visually is an essential business
analytics capability, with visual data discovery being one of the
top three big data analytics needs not effectively delivered today,
and that visualization is more important for businesses than just a
focus on velocity or volume," said Mark
Smith, CEO and Chief Research Officer, Ventana Research.
"Datawatch's acquisition of Panopticon to extend the value of
information optimization with analytical discovery, that maximizes
the use of data and events, is what business has been demanding and
the combination will bring new innovation to our industry."
In addition to its technology value, Panopticon also enjoys
strong partnerships and alliances with many influential global
organizations, including Thomson Reuters, SAP, Deloitte, Accenture
and QlikTech. Panopticon was recently named a "Cool Vendor"
in the Cool Vendors for In-Memory Computing 2013 report by
Gartner, Inc.
Morrison concluded, "Our growth strategy at Datawatch is based
in large part upon a growing solution portfolio and a robust
partner ecosystem. With the addition of Panopticon's
unparalleled visualization technology, we accelerate our time to
market in both key areas. Panopticon has developed more than
30 customer-ready solution assets and forged dozens of partner and
alliance relationships. The synergies between our businesses are
compelling and should become even more exciting as the Big Data and
real-time markets continue to expand."
Canaccord Genuity acted as Datawatch's exclusive financial
advisor on the Panopticon transaction.
CONFERENCE CALL
Datawatch plans to hold a conference call/webcast with the
investment community today, Monday, June 17,
2013 at 1:00PM ET, to discuss
this announcement. To join the conference call, please dial
877-407-0782 or internationally 201-689-8567 at least 10 minutes
before the start of the call. You
may access the webcast by following this link:
http://www.investorcalendar.com/IC/CEPage.asp?ID=171131. A replay
of the webcast will be posted to Datawatch's investor relations
website (www.investor.datawatch.com) approximately one hour after
the completion of the call.
ABOUT PANOPTICON SOFTWARE AB
The world's most successful financial institutions, telecoms
companies, energy firms, and major corporations use Panopticon data
visualization software to monitor performance, analyze risk, detect
fraud, and identify anomalies in vast amounts of real-time data.
Panopticon's visual data discovery technology supports fast,
interactive analysis of large data sets and real-time data and the
company's world class customer base includes 12 of the 15 largest
financial institutions in the world as well as major telecoms,
energy, pharmaceuticals, and retail corporations. For more
information, visit www.panopticon.com.
ABOUT DATAWATCH CORPORATION
Datawatch Corporation (NASDAQ-CM: DWCH) is a leader in providing
information optimization products and solutions that allow
organizations to deliver the greatest data variety possible into
their big data and analytic applications. Datawatch provides
organizations the ability to integrate structured, unstructured,
and semi-structured sources like reports, PDF files, and EDI
streams into these applications to provide a 360 degree perspective
of the issues and opportunities that exist in their businesses.
More than 40,000 organizations worldwide use Datawatch products and
services, including 99 of the Fortune 100, and businesses of every
type can benefit from the power and flexibility of industry leading
Datawatch solutions. Datawatch is headquartered in Chelmsford, Massachusetts with offices in
London, Munich, Singapore, Sydney and Manila, and with partners and customers in
more than 100 countries worldwide. For more information, visit
www.datawatch.com.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
Any statements contained in this press release that do not
describe historical facts may constitute forward-looking statements
as that term is defined in the Private Securities Litigation Reform
Act of 1995. Any such statements, including but not limited to
those relating to results of operations, contained herein are based
on current expectations, but are subject to a number of risks and
uncertainties that may cause actual results to differ materially
from expectations. The factors that could cause actual future
results to differ materially from current expectations include the
following: risks associated with the continuing weak global
economy; risks associated with fluctuations in quarterly operating
results due, among other factors, to the size and timing of large
customer orders; risks associated with acquisitions, including the
recent acquisition of intellectual property from Math Strategies
and the acquisition of Panopticon; the volatility of Datawatch's
stock price; limitations on the effectiveness of internal controls;
rapid technological change; Datawatch's dependence on the
introduction of new products and possible delays in those
introductions; competition in the software industry generally, and
in the markets for information optimization in particular;
Datawatch's dependence on its principal products, proprietary
software technology and software licensed from third parties; risks
associated with international sales and operations; risks
associated with indirect distribution channels; the adequacy of
Datawatch's sales returns reserve; risks associated with a
subscription sales model; Datawatch's dependence on its ability to
hire and retain skilled personnel; disruption or failure of
Datawatch's technology systems that may result from a natural
disaster, cyber-attack or other catastrophic event; and uncertainty
and additional costs that may result from evolving regulation of
corporate governance and public disclosure. Further information on
factors that could cause actual results to differ from those
anticipated is detailed in various publicly-available documents,
which include, but are not limited to, filings made by Datawatch
from time to time with the Securities and Exchange Commission,
including but not limited to, those appearing in the Company's
Annual Report on Form 10-K for the year ended September 30, 2012 and Form 10-Q for the quarters
ended December 31, 2012 and
March 31, 2013. Any
forward-looking statements should be considered in light of those
factors.
Additional Information:
In connection with the proposed transaction and solicitation of
stockholder approval of the proposed transaction, Datawatch will
file with the Securities and Exchange Commission (the "SEC") a
Proxy Statement as well as other relevant documents.
Shareholders are urged to read the Proxy Statement regarding the
proposed transaction when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information about the proposed transaction. You will be able to
obtain a free copy of the Proxy Statement, as well as other filings
containing information about Datawatch and Panopticon, at the SEC's
Internet site (http://www.sec.gov). You will also be able to obtain
these documents for Datawatch, free of charge, at www.datawatch.com
under the tab "Investor Relations" and then under the heading "SEC
Filings." Copies of the Proxy Statement and any SEC filings
incorporated by reference in the Proxy Statement can also be
obtained, free of charge, by directing a request to Datawatch
Investor Relations, Datawatch Corporation, 271 Mill Road, Quorum
Office Park, Chelmsford,
Massachusetts 01824, (978) 441-2200.
No communication herein shall constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
The shares of Datawatch common stock to be issued as consideration
in the proposed transaction have not been registered in
the United States and may not be
offered or resold in the United
States without registration or an exemption from
registration in the United
States.
Datawatch and its directors and executive officers may be deemed
to be participants in the solicitation of proxies
from Datawatch stockholders in connection with the
proposed transaction. Information about Datawatch's
directors and executive officers is set forth in the proxy
statement for its 2013 annual meeting of shareholders, as filed
with the SEC on Schedule 14A on January
28, 2013. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
Proxy Statement regarding the proposed transaction when it becomes
available. You may obtain free copies of this document as
described in the preceding paragraphs.
Investor Contact:
Datawatch Investor
Relations
investor@datawatch.com
Phone: (978) 441-2200 ext. 8323
Media Contact:
Sarah
Bernardi
Datawatch Corporation
Sarah_Bernardi@datawatch.com
Phone: (978) 441-2200 ext. 8387
Twitter: @datawatch
© 2013 Datawatch Corporation. Datawatch, Monarch and their
respective logos are trademarks or registered trademarks of
Datawatch Corporation in the United
States and/or other countries. All other names are
trademarks or registered trademarks of their respective
companies.
SOURCE Datawatch Corporation