Entrust Acquires enCommerce in $470 Million Deal

Entrust Technologies said it will acquire
and merge with enCommerce Inc. in a $470 million deal
that will create a trust-based e-business infrastructure company and a
provider of solutions for enterprise portals, vertical portals and other
e-marketplaces.

The agreement is structured as a stock-for-stock merger with privately held
enCommerce.
Entrust (ENTU) Technologies will issue approximately 8.2 million shares of common
stock in exchange for 100 percent of the outstanding capital stock of
enCommerce, and will assume all outstanding employee stock options and
warrants, resulting in a total share exchange of 10.25 million shares. The
transaction will be accounted for as a purchase.

Entrust and enCommerce will immediately begin offering their combined
solutions to
customers.

John Ryan, president and chief executive officer of Entrust Technologies, will serve as president
and chief executive officer of the resulting company. Alberto Yepez, CEO and chairman of
enCommerce, will remain in his current capacity and will also join the
Entrust board.

Entrust and enCommerce will merge their operations and integrate their trust
and portal infrastructure products, professional services and hosted-service
offerings, executives said.

“enCommerce complements our leadership in securing online business
transactions and communications with superior functionality for giving users
secure and personalized access through the portal,” said Ryan.

“The result is
the most comprehensive, end-to-end solution for allowing companies to create
an inviting, convenient and secure place for e-business.”