NICE to acquire leading provider of security management software solutions, Orsus

NICE Systems announces the agreement to acquire Orsus, a leading provider of security management solutions

• Orsus' Situator provides a framework for fusing data silos from disparate security and safety systems as well as multiple command and control centres, into a single, holistic operational view and automating security procedures
• The integration of Orsus' solution with NICE's security offering, including video, and vertical domain expertise, will enable NICE to provide a comprehensive pre-integrated portfolio of security management solutions tailored to protect city centres, transportation systems, critical infrastructure, and enterprise campuses
• Acquisition expected to generate non-GAAP revenues of several millions of dollars in 2010 and to be accretive on a non-GAAP basis, within one year after closing

NICE Systems (NASDAQ: NICE), a leading global provider of advanced solutions that enable enterprises and security organisations to extract Insight from Interactions, transactions and surveillance to drive business performance, reduce risk and ensure safety, recently announced the signing of a definitive agreement to acquire the security management solution assets of Orsus, a leading provider of Security Management Solutions. Under the terms of the agreement, NICE will be acquiring the security management solution assets of Orsus in an all-cash transaction for a total consideration of $22 million, subject to certain adjustments. The transaction is subject to the satisfaction of customary closing conditions and is anticipated to close towards the end of the fourth quarter of 2009.

The integration of Orsus' unique security management software with NICE's comprehensive security solutions, complemented by its vertical domain expertise, will enhance NICE's leadership position in the security market, and enable its customers and partners to better protect city centres, transportation systems, critical infrastructure, and enterprise campuses.

Critical incidents today are becoming more frequent and with more far-reaching consequences. In response, organisations have made massive investments in a wide range of security technologies and in corresponding manpower. However, these security tools often exist in different silos, which lead to information overload, making it difficult to get the complete picture and manage critical incidents effectively. Orsus' Situator security management solution provides a framework for fusing data silos from disparate security and safety systems as well as multiple command and control centres, into a single, holistic operational view and automating security procedures.

Situator's open architecture enables integration with a wide array of security and safety alerting sources from different vendors, such as video surveillance systems, access control, intrusion sensors, alarm panels, fire and safety sensors, radars, among others. It can also fuse and display information from Geographical Information Systems (GIS) and Geographical Positioning Systems (GPS), to rapidly determine exact incident location, and how best to respond. It has been installed at dozens of implementations worldwide and is used by governments, transportation and critical infrastructure security organisations to enhance situational awareness, accelerate response time, improve situation resolution, consolidate operations and reduce Total Cost of Ownership (TCO). Orsus customers include among others, American Electric Power, Aqua America, Israel Air Force, National Guard of the United States, Port of Houston Authority, Transnet Freight Rail and Virginia Port Authority.

"Adding this solution to NICE's comprehensive security offering is a perfect fit to our strategy of building a unique offering that leverages our core competence in capturing, managing, and analyzing massive amounts of unstructured data, and combining them with state of the art proprietary security technology," said Israel Livnat, President of Security Group, NICE Systems Ltd. "This acquisition follows a successful partnership with Orsus. The integrated solution will help our customers overcome the challenge of managing multiple siloed security and safety systems, for better protecting city centres, transportation hubs and critical infrastructure. We look forward to having the team of industry leading innovators from Orsus join NICE," Mr. Livnat concluded.

"Joining NICE, a global security solutions provider powerhouse, is a great opportunity for Orsus" said Gil Weiser, Chief Executive Officer, Orsus. "Together, we'll expand our global outreach to support the security needs of customers across a wide range of vertical markets."

"As evident by our recent wins and strong backlog, our security business continues to generate significant growth opportunities, and we remain committed to further investing in, and developing it. The acquisition of Orsus serves as an important milestone in the execution of our strategy, and will fortify our strategic focus on leveraging NICE's core competence in capturing, managing and analyzing massive amounts of unstructured data, to accelerate the success of our security and enterprise businesses," said Zeevi Bregman, President and Chief Executive Officer, NICE Systems Ltd.

The acquisition is expected to close towards the end of the fourth quarter of 2009. Following completion of the acquisition, NICE expects to generate additional non-GAAP revenues of several millions of dollars in 2010 and to become accretive on a non-GAAP earnings per fully diluted share basis in the fourth quarter of 2010. For each of the first three quarters of 2010, NICE expects the deal to be slightly dilutive on a non-GAAP earning per fully diluted shares basis. These estimates exclude acquisition related expenses and amortisation of acquired intangible assets as well as certain business combination.

The outlook provided may change as the integration proceeds and acquisition accounting is finalised.