EX-99.1
2
v048128_ex99-1.htm
Contact:
Michael
Goodwin
LivePerson,
Inc.
212-609-4282
LivePerson
Completes Acquisition of Proficient Systems
NEW
YORK,
NY - July 19, 2006 - LivePerson, Inc. (Nasdaq: LPSN), a provider of online
conversion solutions, today announced the completion of its acquisition of
Atlanta-based Proficient Systems, Inc., a provider of hosted proactive chat
solutions that help companies generate revenue on their web sites.
Under
the
terms of the agreement, LivePerson has acquired all of the outstanding capital
stock of Proficient in exchange for 2 million shares of LivePerson common stock
paid at closing, and up to an additional 2.05 million shares based on the
achievement of certain revenue targets during the nine months following the
closing of the transaction.
Upon
closing, LivePerson issued shares of its common stock to Proficient's
shareholders in a private placement. Such shares will be registered for
resale on a Registration Statement on Form S-3.
LivePerson
expects the following financial impact to result from this transaction, which
is
unchanged from the guidance disclosed previously:
·
An
increase in monthly revenue of approximately $215,000.
·
A
decrease in EBITDA (earnings before interest, taxes, depreciation
and
amortization) of $0.01 per share in the third quarter of 2006 and
no
decrease in EBITDA in the fourth quarter of 2006.
·
A
decrease in EPS due primarily to deal-related amortization of $0.01-$0.02
in both the third and fourth quarters of 2006.
·
A
favorable impact on both EBITDA per share and EPS beginning in 2007.
This
release is neither an offer to sell nor a solicitation of offers to purchase
common stock of LivePerson. The shares of common stock issued by LivePerson
in
connection with this transaction will not be registered under the Securities
Act
of 1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements.
About
LivePerson
LivePerson
is a provider of online conversion solutions. Our hosted software enables
companies to identify and proactively engage online visitors-increasing sales,
satisfaction and loyalty while reducing service costs. Combining web-interaction
technology (chat, email and a self-service knowledgebase) with a deep
understanding of consumer behavior and industry best practices, LivePerson's
Timpani™ platform engages the right customer, at the right time, with the right
communications channel. This Engagement Marketing platform creates more
relevant, compelling and personalized experiences-converting traffic into
revenues, and facilitating real-time sales and customer service. More than
4,000
companies including EarthLink, Hewlett-Packard, Microsoft, Qwest and Verizon
rely on LivePerson to help maximize the return on their marketing and e-commerce
investments. LivePerson is headquartered in New York City.
About
Proficient Systems
Headquartered
in Atlanta, Proficient Systems, Inc. is helping industry-leading companies
better monetize their Web presence by converting visitors into buyers. The
Proficient solution utilizes sophisticated data mining algorithms to track
and
analyze the behavior of Web site visitors in real time, and then intelligently
approaches visitors with the appropriate sales or service professional based
on
the company's specific business objectives. Proficient's real-time data mining
engine determines the most valuable customers and engages them with chat and
collaboration technologies, allowing companies like Carmax, E-LOAN, E*Trade,
Huntington National Bank, and Oracle to experience increased revenue, improved
productivity, and enhanced customer satisfaction.
Safe
Harbor Provision
Statements
in this press release regarding LivePerson that are not historical facts are
forward-looking statements and are subject to risks and uncertainties that
could
cause actual future events or results to differ materially from such statements.
Any such forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. It is
routine for our internal projections and expectations to change as the quarter
progresses, and therefore it should be clearly understood that the internal
projections and beliefs upon which we base our expectations may change prior
to
the end of the quarter. Although these expectations may change, we are under
no
obligation to inform you if they do. Our company policy is generally to provide
our expectations only once per quarter, and not to update that information
until
the next quarter. Actual events or results may differ materially from those
contained in the projections or forward-looking statements. Some of the factors
that could cause actual results to differ materially from the forward-looking
statements contained herein include, without limitation: the risk that the
proposed merger may not be approved by the stockholders of Proficient Systems;
the risk that other closing conditions of the merger may not be satisfied;
the
risk that the two companies' businesses will not be integrated successfully; and
the costs related to the proposed merger. In addition, other factors relating
solely to LivePerson's business could cause actual events or results to differ
materially from the forward-looking statements contained herein including,
without limitation: our history of losses; potential fluctuations in our
quarterly and annual results; responding to rapid technological change and
changing client preferences; competition in the real-time sales, marketing
and
customer service solutions market; continued use by our clients of the
LivePerson services and their purchase of additional services; technology
systems beyond our control and technology-related defects that could disrupt
the
LivePerson services; risks related to adverse business conditions experienced
by
our clients; our dependence on key employees; competition for qualified
personnel; the impact of new accounting rules, including the requirement to
expense stock options; the possible unavailability of financing as and if
needed; risks related to the operational integration of acquisitions; risks
related to our international operations, particularly our operations in Israel,
and the current civil and political unrest in that region; risks related to
protecting our intellectual property rights or potential infringement of the
intellectual property rights of third parties; our dependence on the continued
use of the Internet as a medium for commerce and the viability of the
infrastructure of the Internet; and risks related to the regulation or possible
misappropriation of personal information. This list is intended to identify
only
certain of the principal factors that could cause actual results to differ
from
those discussed in the forward-looking statements. Readers are referred to
the
reports and documents filed from time to time by us with the Securities and
Exchange Commission for a discussion of these and other important risk factors
that could cause actual results to differ from those discussed in
forward-looking statements.

EX - 99 . 1 2 v048128 _ ex99 - 1 . htm Contact : Michael Goodwin LivePerson , Inc . 212 - 609 - 4282 LivePerson Completes Acquisition of Proficient Systems NEW YORK , NY - July 19 , 2006 - LivePerson , Inc . ( Nasdaq : LPSN ) , a provider of online conversion solutions , today announced the completion of its acquisition of Atlanta - based Proficient Systems , Inc . , a provider of hosted proactive chat solutions that help companies generate revenue on their web sites . Under the terms of the agreement , LivePerson has acquired all of the outstanding capital stock of Proficient in exchange for 2 million shares of LivePerson common stock paid at closing , and up to an additional 2 . 05 million shares based on the achievement of certain revenue targets during the nine months following the closing of the transaction . Upon closing , LivePerson issued shares of its common stock to Proficient 's shareholders in a private placement . Such shares will be registered for resale on a Registration Statement on Form S - 3 . LivePerson expects the following financial impact to result from this transaction , which is unchanged from the guidance disclosed previously : · An increase in monthly revenue of approximately $ 215,000 . · A decrease in EBITDA ( earnings before interest , taxes , depreciation and amortization ) of $ 0.01 per share in the third quarter of 2006 and no decrease in EBITDA in the fourth quarter of 2006 . · A decrease in EPS due primarily to deal - related amortization of $ 0.01 - $ 0 . 02 in both the third and fourth quarters of 2006 . · A favorable impact on both EBITDA per share and EPS beginning in 2007 . This release is neither an offer to sell nor a solicitation of offers to purchase common stock of LivePerson . The shares of common stock issued by LivePerson in connection with this transaction will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements . About LivePerson LivePerson is a provider of online conversion solutions . Our hosted software enables companies to identify and proactively engage online visitors - increasing sales , satisfaction and loyalty while reducing service costs . Combining web - interaction technology ( chat , email and a self - service knowledgebase ) with a deep understanding of consumer behavior and industry best practices , LivePerson 's Timpani ™ platform engages the right customer , at the right time , with the right communications channel . This Engagement Marketing platform creates more relevant , compelling and personalized experiences - converting traffic into revenues , and facilitating real - time sales and customer service . More than 4,000 companies including EarthLink , Hewlett - Packard , Microsoft , Qwest and Verizon rely on LivePerson to help maximize the return on their marketing and e - commerce investments . LivePerson is headquartered in New York City . About Proficient Systems Headquartered in Atlanta , Proficient Systems , Inc . is helping industry - leading companies better monetize their Web presence by converting visitors into buyers . The Proficient solution utilizes sophisticated data mining algorithms to track and analyze the behavior of Web site visitors in real time , and then intelligently approaches visitors with the appropriate sales or service professional based on the company 's specific business objectives . Proficient 's real - time data mining engine determines the most valuable customers and engages them with chat and collaboration technologies , allowing companies like Carmax , E - LOAN , E * Trade , Huntington National Bank , and Oracle to experience increased revenue , improved productivity , and enhanced customer satisfaction . Safe Harbor Provision Statements in this press release regarding LivePerson that are not historical facts are forward - looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements . Any such forward - looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 . It is routine for our internal projections and expectations to change as the quarter progresses , and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter . Although these expectations may change , we are under no obligation to inform you if they do . Our company policy is generally to provide our expectations only once per quarter , and not to update that information until the next quarter . Actual events or results may differ materially from those contained in the projections or forward - looking statements . Some of the factors that could cause actual results to differ materially from the forward - looking statements contained herein include , without limitation : the risk that the proposed merger may not be approved by the stockholders of Proficient Systems ; the risk that other closing conditions of the merger may not be satisfied ; the risk that the two companies ' businesses will not be integrated successfully ; and the costs related to the proposed merger . In addition , other factors relating solely to LivePerson 's business could cause actual events or results to differ materially from the forward - looking statements contained herein including , without limitation : our history of losses ; potential fluctuations in our quarterly and annual results ; responding to rapid technological change and changing client preferences ; competition in the real - time sales , marketing and customer service solutions market ; continued use by our clients of the LivePerson services and their purchase of additional services ; technology systems beyond our control and technology - related defects that could disrupt the LivePerson services ; risks related to adverse business conditions experienced by our clients ; our dependence on key employees ; competition for qualified personnel ; the impact of new accounting rules , including the requirement to expense stock options ; the possible unavailability of financing as and if needed ; risks related to the operational integration of acquisitions ; risks related to our international operations , particularly our operations in Israel , and the current civil and political unrest in that region ; risks related to protecting our intellectual property rights or potential infringement of the intellectual property rights of third parties ; our dependence on the continued use of the Internet as a medium for commerce and the viability of the infrastructure of the Internet ; and risks related to the regulation or possible misappropriation of personal information . This list is intended to identify only certain of the principal factors that could cause actual results to differ from those discussed in the forward - looking statements . Readers are referred to the reports and documents filed from time to time by us with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward - looking statements .
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