AVT Acquires Infinite Technologies

In a move aimed at broadening its role in the wireless applications markert, AVT Corporation announced the acquisition of Infinite Technologies, a global supplier of wireless applications and wireless infrastructure solutions.

The acquisition follows the Kirkland-based company’s October 2000 announcement of its intention to extend its market leadership position in the areas of unified messaging and document exchange, by aggressively pursuing a new mobile wireless initiative worldwide.

Founded in 1991, Infinite, headquartered in Owings Mills, MD, is a supplier of WAP software solutions.

“The acquisition of Infinite Technologies is an integral part of our unified communication strategy that fits with our mission to be the leading provider of unified communication solutions that provide for the exchange of mission-critical information anytime, anywhere on virtually any device,” says David Anastasi, CEO of AVT. “Infinite, its people, and its products compliment our leadership in unified messaging and document exchange.”

Under the terms of the merger agreement, total consideration paid by AVT approximates $24 million. At closing, AVT paid approximately $9.1 million in cash and issued approximately 1.6 million shares of AVT common stock.

AVT will pay approximately $2.9 million in a combination of cash and AVT common stock under a deferred payment arrangement over the next three years. In addition, AVT may pay up to an additional $3.9 million in a combination of cash and AVT common stock under an earn-out arrangement over the next three years which may be expensed as compensation by AVT.

According to Jeff deCillia, AVT’s CFO, the company does not expect the acquisition to materially impact its near-term financial results.

deCillia notes, however, that the Company expects to be slightly delusive to AVT in 2001. This delusion is anticipated to be approximately $.02 per share in Q1 of 2001, and approximately $.03 delusion in total for the year 2001.

The CFO expects Infinite to have an accretive effect by Q4 of 2001.

According to Anastasi, Infinite will further advance AVT’s global growth strategy through its international customer base. Currently, more than 50 percent of Infinite’s sales are generated outside of North America.

“Infinte’s international focus, customer base, and channel relationships will contribute to the overall AVT strategy of being atruly global company as we move forward,” says Anastasi. “We believe that there are great opportunities to introduce Infinite products into our current channels of distribution, as well as taking current AVT products into the Infinite channels. We feel that our distribution channels are very complimentary to each other.”

Brett Warthen, the founder, current CEO and visionary of Infinite Technologies will serve as senior vice president, wireless strategy and technology.

AVT does not anticipate any employment changes for Infinite’s 30 current employees and will retain the Infinite office in Maryland.

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