SOURCE: visionGATEWAY, Inc.

June 21, 2006 15:20 ET

visionGATEWAY Completes Acquisition of Centile, Announces Record Results for Centile's Fiscal 2006

Current Quarter Marks Strong Start to Fiscal 2007, With 5 Carrier Wins and $2 Million in Annual Revenue

LONDON -- (MARKET WIRE) -- June 21, 2006 -- visionGATEWAY Inc. (OTCBB: VGWA) today announced the completion of the stock purchase agreement to acquire Centile Ltd., the leading European provider of VoIP application software. At the same time, visionGATEWAY announced record results for Centile's Fiscal 2006, which ended March 31.

visionGATEWAY, which announced the planned acquisition on May 30, maintained that the combined company was expected to generate significantly increased growth in Fiscal 2007. visionGATEWAY and Centile executives said that they accelerated the completion of the acquisition in order to continue the growth momentum of the company. Centile, formerly a privately held company based in France, will immediately become a wholly owned subsidiary of visionGATEWAY in a transaction that will close with the exchange of shares within 30 days. The combined company is named visionGATEWAY, whose stock is traded on the OTCBB in the U.S. under the symbol, VGWA.

visionGATEWAY purchased 100% of Centile Limited, a UK registered company, which is the holding company for and the ownership of Centile SA, of France, a software development (R&D) and distribution company specializing in VoIP technology, which was acquired from 8x8, Inc. (a NASDAQ-listed company) in 2003. The acquisition announced today was made for a combination of 11 million shares of VGWA common stock (both voting and non-voting) and the amount of Euros three million (EUR 3,000,000), payable to the owners, Sunleigh Investments Limited, after Closing in accordance with a timetable from mid July to end December 2006. In addition, visionGATEWAY agreed to allocate to the key executives of Centile SA 5 million shares of common stock (both voting and non-voting), as well as 1.5 million non-voting shares to be held as part of an incentive program to be established under new employment agreements with key Centile personnel.

"We are extremely pleased to complete this acquisition promptly and enable the combined company to maintain our high level of service to our customers and increase the tremendous growth that Centile is already achieving," said Michael Emerson, visionGATEWAY's Chief Executive Officer.

Mr. Emerson noted that the combined company now has a significant presence in Europe, U.S., Australia and Asia. Alan Boyd, a visionGATEWAY Director, said that visionGATEWAY is executing on an international expansion plan by organic growth and strategic acquisitions.

"The combination of visionGATEWAY's products and Centile's VoIP software creates an unsurpassed platform for growth," said Mr. Boyd. "Our goal is to be a global leader in a broader VoIP and Internet Media sector, which encompasses one of the fastest-growing addressable markets in the world today. This acquisition marks the launch of an extensive cross-border initiative by visionGATEWAY."

Mr. Emerson noted that Centile's Fiscal 2006 was marked by a 300% increase in revenue over the company's previous fiscal year. visionGATEWAY/Centile executives said that additional highlights included major customer wins, leading-edge technology and product launches and the addition of revenue-generating personnel.

visionGATEWAY also announced that the beginning of Fiscal 2007 is particularly strong, marked by Centile's 5 new carrier wins in Europe in the current June quarter totaling more than $2 million in estimated annual revenue. The wins increase Centile's overall customer base to 20 service providers.

visionGATEWAY said that Centile's strong current quarter is expected to significantly accelerate the combined company's growth. visionGATEWAY will provide an overview of the estimated performance of the combined company when it issues its earnings report for the current quarter, which ends July 31.

Among other highlights of Centile's performance in Fiscal 2006 are:

--  Release of new versions of its VoIP desktop applications, Callpad and
    Voicepad to deliver to clients full soft client functionality;
--  The launching of Flash-based softphone trial;
--  The launching of Version 7.0 application software, which allows
    multiple deployment scenarios of the Intraswitch, Hosted, Hybrid or
    premise, enabling it to become the most flexible out of all Application
    servers in the market; and
--  The move into the UK market with Light Networks, one of the first
    ASP's targeting the large UK reseller market growing its customer base out
    of continental Europe.  Light Networks is using the Intraswitch VoIP
    application platform to deliver primary line services and premium telephony
    features to residential and business consumers directly and over a white-
    labeled ASP model.
    
"We selected the Intraswitch residential and enterprise VoIP application platform because it offers the greatest scalability and feature sets out of all of the application servers we tested. The fact that the Intraswitch has Cisco SCCP support and SIP functionality means that we can ultimately serve Enterprises and Carrier customers off the same platform, that is very powerful," said Chris Barley, CEO of Light Networks. "We are able to extend VoIP now to hundreds of resellers and ISPs in the UK market, which currently lacks a multi protocol solution. Now Light Networks with the Centile Intraswitch in place can extract value from existing Cisco infrastructure allowing resellers to competitively sell an innovative range of VoIP services."

"I am confident that Light's feature-rich offering will set a new communications benchmark for the UK reseller market," said Shahal Khan, Chief Executive Officer for Centile.

About visionGATEWAY Inc.

visionGATEWAY, Inc. (OTCBB: VGWA), is an Internet Media Solutions Development and Distribution company with a focus on VoIP, Internet Resource Management, and Security. It is accelerating its growth in key markets -- USA, UK, Australia, Asia, and Europe.

Additional information is available at www.visiongateway.net.

Forward-Looking Statements

Statements made in this Document, which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of the Company, including, without limitation, (i) the Company's ability to raise capital and (ii) statements preceded by, followed by or that include the words "may," "could," "should," "expects," "projects," "anticipates," "believes," "estimates," "plans," "intends," "targets," or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, either nationally, internationally or in the communities in which the Company conducts its business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, the Company's ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, governmental, regulatory and technical factors affecting the Company's operations, products, services and prices.

Accordingly, results actually received may differ materially from results expected in these statements. Forward-looking statements speak only as of the date they were made. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date such statements were made.

Contact Information

  • For further information contact:

    Michael Emerson
    Chief Executive Officer
    visionGATEWAY Inc.
    Tel - +1-858-794-1416
    Fax - +1-858-794-1450
    Email: info@visiongateway.net

    Karine De Moraes
    Centile
    Tel - +33 (497) 231287
    Fax - +33 (497) 231261
    Email: pr@centile.com