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LivePerson to Acquire Proficient Systems
LivePerson, Inc., provider of online conversion solutions, announced an agreement to acquire 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 will acquire all of the outstanding capital stock of Proficient in exchange for 2 million shares of LivePerson common stock to be 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.
Together, the combined company will serve more than 4,000 customers, including more than 100 of the Fortune 1000.
Industry Leadership
“This transaction brings together two category leaders with complementary business strategies, product technologies and target markets,” said Robert LoCascio, LivePerson’s Chief Executive Officer. “Proficient has delivered measurable value to its customers and has a track record of success in the financial services and retail sectors. Joining forces with Proficient will increase the value that we deliver to our joint customers and equip our newly combined company with more products, resources and domain expertise.”
“We are pleased to join forces with the LivePerson team,” said Gregg Freishtat, Chief Executive Officer of Proficient. “LivePerson has defined this market space and created value for their customers with their expertise and technology. I expect that customers of both companies will benefit from the resulting combination of talent and technology.”
Other Terms
The acquisition is expected to close within 60 days. Upon the closing of the transaction and upon the closing of the earn-out payment, if any, LivePerson will issue 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 shortly after the transaction closes.
Integration Plans and Expectations
The two companies have developed an integration strategy to deliver a broader range of products, services and capabilities to new and existing customers, while retaining the strengths of the respective companies’ core competencies. Robert LoCascio will remain in his current role as Chairman of the Board and Chief Executive Officer of LivePerson following the closing of the transaction.
LivePerson expects the following incremental financial impact to result upon closing the transaction:
- An increase in monthly revenue of approximately $215,000 upon closing.
- 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.

