Contact Information: Contacts: Peerless Systems Corporation: John Rigali Chief Financial Officer (310) 297-3146 Kyocera Mita Corporation T.Kawasaki +81-6-6764-3515 Investor Contact: Geoff High Pfeiffer High Investor Relations, Inc. (303) 393-7044
Peerless Systems Signs Definitive Agreement to Sell Intellectual Property and Other Assets to Kyocera Mita Corporation in $37 Million Cash Transaction
Peerless to Receive License Back on Intellectual Property Sold to Kyocera Mita; Transaction Represents Key Step in Peerless' Long-Term Strategy
| Source: Peerless Systems Corporation
EL SEGUNDO, CA--(Marketwire - January 10, 2008) - Peerless Systems Corporation (NASDAQ : PRLS )
today announced it has signed a definitive agreement to sell substantially
all of its intellectual property (IP) and other assets to its long-time
customer, Kyocera Mita Corporation, for $37 million in cash. The IP and
assets relate to Peerless' digital imaging software, and include all of
Peerless' patents, as well as specific fixed assets. The agreement also
states that Kyocera Mita will issue to Peerless a non-exclusive, worldwide,
perpetual and royalty-free license on the transferred technologies, which
will allow Peerless to continue serving current and prospective OEM
customers, as well as develop new IP for use in future products and
services. In addition, as part of the agreement, a subsidiary of Kyocera
Mita will sublease a substantial portion Peerless' El Segundo, Calif.
facilities.
Completion of the transaction is subject to certain conditions, including
the approval of Peerless shareholders, and the transfer to Kyocera Mita of
at least 30 Peerless employees who have been involved in the development of
Kyocera Mita's products or otherwise have been designated by both
companies. The transaction is scheduled to close before June 30, 2008.
Peerless intends to hold a shareholders meeting prior to that date and will
file with the SEC and mail to the shareholders a proxy statement in
connection with the transaction.
Rick Roll, president and chief executive officer of Peerless, said, "This
agreement represents a key strategic accomplishment for both companies. We
have been highly focused on entering emerging, high-growth segments of the
digital imaging industry, and this transaction provides us with a large
infusion of capital that will be vital in the execution of our
diversification strategy. Moreover, the IP license issued back to us from
Kyocera Mita will allow us to maintain our core business and continue to
work with our existing and potentially new OEM customers in the development
of new digital imaging products."
Katsumi Komaguchi, president of Kyocera Mita Corporation, said, "We have
been working with Peerless Systems for several years on development of an
advanced suite of new imaging technologies. This transaction will allow us
to fully leverage those technologies, and the skills of the engineers who
helped develop them, as we prepare to introduce future families of advanced
document imaging devices."
Roll said, "Today's transaction represents a critical development for the
future of our company and shareholders. We are encouraged by the progress
we have made at positioning Peerless for new opportunities and future
growth. Our strengthened financial position greatly enhances our ability
to pursue additional prospective transactions that are aligned with our
long-term strategy."
Roll added, "We believe this transaction unlocks value within the Company
that was not being fully appreciated by the market. As we free-up this
pool of capital, we intend to redeploy it to fund both organic and external
growth. We also plan to redistribute a portion of the proceeds from this
transaction to shareholders either through stock repurchases or dividends.
We are evaluating a range of options to return capital to shareholders and
we expect to finalize our initial plan within the next 60 to 90 days. We
intend to maintain our financial flexibility as we evaluate a number of
interesting strategic acquisition and investment opportunities. Suffice it
to say, management and the Board remain committed to enhancing long-term
shareholder value."
The net after-tax proceeds from the Kyocera Mita asset sale will augment
the $21.7 million in cash and cash equivalents Peerless reported at the
October 31, 2007, end of its third fiscal quarter.
Conference Call Details
Management will hold a conference call to discuss the Kyocera Mita
transaction today at 1:00 p.m. Eastern (10:00 a.m. Pacific). Investors are
invited to listen to the call live via the Internet at www.peerless.com, or
by dialing into the teleconference at 866-383-8009 (617-597-5342 for
international callers) and entering the passcode 26119041. Participants
should access the website at least 15 minutes early to register and
download any necessary audio software. A replay of the webcast will be
available for 30 days and a telephonic replay will be available through
January 17, 2008, by calling 888-286-8010 (617-801-6888 for international
callers) and entering the passcode 64559313.
About Peerless Systems Corporation
Founded in 1982, Peerless Systems Corporation is a provider of imaging and
networking technologies and components to the digital document markets,
which include manufacturers of color, monochrome and multifunction office
products and digital appliances. In order to process digital text and
graphics, digital document products rely on a core set of imaging software
and supporting electronics, collectively known as an imaging controller.
Peerless' broad line of scalable software and silicon offerings enables its
customers to shorten their time-to-market and reduce costs by offering
unique solutions for multiple products. Peerless' customer base includes
companies such as Canon, IBM, Konica Minolta, Kyocera Mita, Lenovo,
OkiData, Ricoh, RISO, Seiko Epson and Xerox. Peerless also maintains
strategic partnerships with Adobe and Novell. For more information, visit
Peerless' web site at www.peerless.com.
About Kyocera Mita Corporation
Kyocera Mita manufactures and markets black & white and color digital
copiers, network-ready multifunctional devices and laser printers as well
as a range of wide-format imaging products. It also offers a portfolio of
software and network solutions.
Kyocera's ECOSYS Technology provides customers with print solutions that
incorporate long-life components, which reduce the need to replace the drum
and other image forming parts. This technology delivers a number of
benefits: improved reliability, reduced environmental impact and the lowest
TCO in the printer industry. Combining these hardware strengths with the
latest digital and network technologies, Kyocera Mita assists businesses of
all sizes to maximize value and improve their document management
processes.
Kyocera Mita is a wholly owned subsidiary of the Kyocera Corporation. The
Kyocera Group dedicates its resources to the development of its businesses
across three broad sectors: Information and Communications, Environmental
Preservation and Quality of Life. Kyocera Mita, as a document solutions
provider, is a core company in the Information and Communications sector.
Also, its development of long-life component technology means it is an
important part of Kyocera's Environmental Preservation sector.
Safe Harbor Statement Under The U.S. Private Securities Litigation Reform
Act Of 1995
Statements made by us in this press release that are not historical facts
constitute "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These forward-looking statements are necessarily estimates
reflecting the best judgment of our senior management based on our current
estimates, expectations, forecasts and projections and include comments
that express our current opinions about trends and factors that may impact
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cause our actual results, performance or achievements, or industry results,
to differ materially from any future results, performance or achievements,
expressed or implied by such forward-looking statements. Such risks and
uncertainties include, among other things, changing competitive and market
conditions, our reliance on certain OEM customers for significant portions
of our revenues, the sufficiency of our capital resources, any adverse
change in our relationship with Adobe Systems Incorporated and/or Novell,
Inc, increased competition both from in-house OEM products and low cost
offshore competitors, the impact of Microsoft's Vista™ operating system,
reduced demand for our existing monochrome technologies or other products,
the rapid changes taking place in the emerging color print devices markets,
our ability to realize contract backlog, our ability to identify new
customers or place our technology in a broader base of products, our
ability to leverage core competencies and find product segments that blend
well with our core business, our ability to successfully enter new software
application sectors, our ability to maintain our profit objectives and
create compelling margins, the tenure of the competitive advantage of our
old and new technologies, our reliance on block licensing, our ability to
develop and market our advanced devices and software, the validity and
protection of our intellectual property rights, risks associated with
international business activities, our reliance on key personnel and our
board of directors and our ability to execute our business plan and
strategic partnering transactions.
The above risks, and others, are described in further detail in our reports
filed with the Securities and Exchange Commission, including, but not
limited to, those described under "Item 1A. Risk Factors" in our most
recent Annual Report on Form 10-K for the fiscal year ended January 31,
2007, filed on April 13, 2007, and those described under "Item 1A. Risk
Factors" in the most recent Quarterly Report on Form 10-Q for the quarter
ended July 31, 2007, filed September 10, 2007.
Current and prospective stockholders are urged not to place undue reliance
on forward-looking statements, which speak only as of the date hereof. We
are under no obligation, and expressly disclaim any obligation, to update
or alter any forward-looking statements, whether as a result of new
information, future events or otherwise. All forward-looking statements
contained herein are qualified in their entirety by the foregoing
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