Stellent, Inc. announced it has signed a definitive merger agreement to acquire all outstanding shares of Optika Inc. an enterprise content management (ECM) provider of imaging, business process management (BPM), collaboration and records management software, for $10 million in cash, approximately 4.1 million shares of Stellent common stock and the assumption by Stellent of Optika’s outstanding options. Based on Stellent’s stock price as of Jan. 9, 2004 and including the value of the options to be assumed, the transaction currently is valued at approximately $59 million. Immediately after the transaction, the former stockholders of Optika will own approximately 16 percent of the outstanding shares of Stellent common stock, and Stellent shareholders will own approximately 84 percent of the combined entity. The combined company will have an annual revenue run rate of approximately $100 million, and a cash and marketable securities position of approximately $70 million. Combined with Stellent’s Universal Content Management architecture, Optika’s product line will enable Stellent to provide customers with a suite of solutions to manage both collaborative, consumption-oriented content as well as content generated and circulated during complex business transactions. In the short-term, Stellent plans to integrate the product lines via Web services. Longer-term plans call for the product lines to be integrated utilizing Stellent’s universal content repository. www.stellent.com, www.optika.com

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