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Subject: The combination ..[of ERG’s MASS technology].. with Proton Prisma technology


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full multi-application smart card
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Date Posted: 23:57:57 12/27/02 Fri

http://www.egoli.com.au/newsandviews/archives/18034.html
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ERG makes $96m buy, 3:10 rights issue 31-October-2001
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Perth-based ERG Limited (ERG) today surprised the market by announcing the acquisition of Proton World - a payments security company owned by some of the world’s biggest largest card companies. ERG also announced a major rights issue to raise $104 million to fund the deal.
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Shares of the smart-card technology company rallied strongly in heavy trading on Monday and Tuesday amid market rumours that a major announcement was imminent. The company requested a halt to trading prior to the open today.
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Together with American Express, Banksys, Interpay Nederland and Visa International, ERG was one of the joint founders of Proton World in 1998. The joint venture specialises in high security, payment and identity smart card systems.
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Under the deal, ERG will pay the other shareholders a total of $58.8 million cash and issue approximately 75.5 million shares, or roughly 8.4% of the company’s issued capital. The shares will be subject to escrow agreements of between 24 and 36 months while another 8 million options may be issued subject to the satisfaction of performance targets.
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To fund the cash portion and provide general working capital, ERG will offer shareholders and convertible noteholders 3 new shares for every 10 shares held at 50c, raising $104 million.
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The rights offer of 208 million shares, or around 22% of the fully-diluted issued capital, has been underwritten by US-based investment bank, Salomon Smith Barney.
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“The combination ..[of ERG’s MASS technology].. with Proton Prisma technology means that ERG will now have the ability to deliver full multi-application smart card solutions, including high-level security for the financial services and identity markets,” said ERG’s chief executive, Mr Peter Fogarty.
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In acquiring 100% of Proton World, ERG said it will also take over long term contracts with American Express, Banksys and Interpay which are expected to be worth several hundred million dollars.
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“The existing shareholders have entered share sale agreement which call for the shareholders to execute 5-7 year service level agreements with Proton that are expected to generate revenue exceeding $200 million over their term,” said the ERG presentation.
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ERG also noted that since foundation, the Proton World technology has been sold to over 500 banks in 24 countries around the world with over 35 million cards in circulation using the technology. In the year ending 30 December 2000, Proton World earned revenues of $33 million.
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The acquisition of Proton World appears to place ERG in direct competition with Keycorp Limited (KYC), which is also pursuing smartcard licensing agreements with Visa International via its MULTOS technology.
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At the close of trading on Tuesday, ERG Limited shares were trading 4c lower at 66c.
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