Esker Acquires VSI

Esker S.A., a publicly held software company headquartered in Lyon, France has reached an agreement to acquire VSI (V-Systems Inc.). Founded in 1986, VSI has over 30,000 fax server installations and its fax server business unit is expected to reach revenues of $6 million in calendar year 2000 with a projected net income of 15% of revenues. When this acquisition is finalized, Esker will become the fourth largest fax server software vendor worldwide based on 1999 International Data Corporation market share data.

In consideration for 100 percent of VSI's outstanding shares and potential VSI shares that could be exercised through its existing employee stock options program, Esker will issue approximately 447,000 new shares of Esker stock to VSI shareholders.

VSI conveys strengths in terms of market, products and channel that will allow Esker to expand its role in the fax server market. "Both companies are aggressive competitors in the fax server market, but in different segments," states Dan Speer, CEO of Esker, U.S. "VSI has succeeded in the small to medium enterprise market with a strong Unix-based offering, while Esker has focused on large enterprises with an NT-based solution. VSI's Unix, Linux and Lotus Notes offerings are considered best-of-breed, and they pioneered XML-based fax technology. Many publishers and resellers of vertical applications have integrated VSI fax solutions with their packaged software, providing us with a channel quite complementary to the one we now have. Our reach into the market and our range of capabilities is significantly enhanced as a result of this acquisition."

VSI will operate as a separate business unit out of its facility in Lake Forest, Calif., with Mitch Baxter remaining in his position as President. Completion of this transaction is subject to governmental filings and formal approval of Esker shareholders, which is expected in September of this year.

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