Peerless to Receive License Back on Intellectual Property Sold to Kyocera Mita; Transaction Represents Key Step in Peerless' Long-Term StrategyEL SEGUNDO, CA, Jan 10, 2008 (MARKET WIRE via COMTEX News Network) -- Peerless Systems Corporation (NASDAQ: PRLS) today announced it has
signed a definitive agreement to sell substantially all of its
intellectual property (IP) and other assets to its long-time
customer, Kyocera Mita Corporation, for $37 million in cash. The IP
and assets relate to Peerless' digital imaging software, and include
all of Peerless' patents, as well as specific fixed assets. The
agreement also states that Kyocera Mita will issue to Peerless a
non-exclusive, worldwide, perpetual and royalty-free license on the
transferred technologies, which will allow Peerless to continue
serving current and prospective OEM customers, as well as develop new
IP for use in future products and services. In addition, as part of
the agreement, a subsidiary of Kyocera Mita will sublease a
substantial portion Peerless' El Segundo, Calif. facilities.
Completion of the transaction is subject to certain conditions,
including the approval of Peerless shareholders, and the transfer to
Kyocera Mita of at least 30 Peerless employees who have been involved
in the development of Kyocera Mita's products or otherwise have been
designated by both companies. The transaction is scheduled to close
before June 30, 2008. Peerless intends to hold a shareholders meeting
prior to that date and will file with the SEC and mail to the
shareholders a proxy statement in connection with the transaction.
Rick Roll, president and chief executive officer of Peerless, said,
"This agreement represents a key strategic accomplishment for both
companies. We have been highly focused on entering emerging,
high-growth segments of the digital imaging industry, and this
transaction provides us with a large infusion of capital that will be
vital in the execution of our diversification strategy. Moreover,
the IP license issued back to us from Kyocera Mita will allow us to
maintain our core business and continue to work with our existing and
potentially new OEM customers in the development of new digital
Katsumi Komaguchi, president of Kyocera Mita Corporation, said, "We
have been working with Peerless Systems for several years on
development of an advanced suite of new imaging technologies. This
transaction will allow us to fully leverage those technologies, and
the skills of the engineers who helped develop them, as we prepare to
introduce future families of advanced document imaging devices."
Roll said, "Today's transaction represents a critical development for
the future of our company and shareholders. We are encouraged by the
progress we have made at positioning Peerless for new opportunities
and future growth. Our strengthened financial position greatly
enhances our ability to pursue additional prospective transactions
that are aligned with our long-term strategy."
Roll added, "We believe this transaction unlocks value within the
Company that was not being fully appreciated by the market. As we
free-up this pool of capital, we intend to redeploy it to fund both
organic and external growth. We also plan to redistribute a portion
of the proceeds from this transaction to shareholders either through
stock repurchases or dividends. We are evaluating a range of options
to return capital to shareholders and we expect to finalize our
initial plan within the next 60 to 90 days. We intend to maintain
our financial flexibility as we evaluate a number of interesting
strategic acquisition and investment opportunities. Suffice it to
say, management and the Board remain committed to enhancing long-term
The net after-tax proceeds from the Kyocera Mita asset sale will
augment the $21.7 million in cash and cash equivalents Peerless
reported at the October 31, 2007, end of its third fiscal quarter.
Conference Call Details
Management will hold a conference call to discuss the Kyocera Mita
transaction today at 1:00 p.m. Eastern (10:00 a.m. Pacific).
Investors are invited to listen to the call live via the Internet at
www.peerless.com, or by dialing into the teleconference at
866-383-8009 (617-597-5342 for international callers) and entering
the passcode 26119041. Participants should access the website at
least 15 minutes early to register and download any necessary audio
software. A replay of the webcast will be available for 30 days and a
telephonic replay will be available through January 17, 2008, by
calling 888-286-8010 (617-801-6888 for international callers) and
entering the passcode 64559313.
About Peerless Systems Corporation
Founded in 1982, Peerless Systems Corporation is a provider of
imaging and networking technologies and components to the digital
document markets, which include manufacturers of color, monochrome
and multifunction office products and digital appliances. In order to
process digital text and graphics, digital document products rely on
a core set of imaging software and supporting electronics,
collectively known as an imaging controller. Peerless' broad line of
scalable software and silicon offerings enables its customers to
shorten their time-to-market and reduce costs by offering unique
solutions for multiple products. Peerless' customer base includes
companies such as Canon, IBM, Konica Minolta, Kyocera Mita, Lenovo,
OkiData, Ricoh, RISO, Seiko Epson and Xerox. Peerless also maintains
strategic partnerships with Adobe and Novell. For more information,
visit Peerless' web site at www.peerless.com.
About Kyocera Mita Corporation
Kyocera Mita manufactures and markets black & white and color digital
copiers, network-ready multifunctional devices and laser printers as
well as a range of wide-format imaging products. It also offers a
portfolio of software and network solutions.
Kyocera's ECOSYS Technology provides customers with print solutions
that incorporate long-life components, which reduce the need to
replace the drum and other image forming parts. This technology
delivers a number of benefits: improved reliability, reduced
environmental impact and the lowest TCO in the printer industry.
Combining these hardware strengths with the latest digital and
network technologies, Kyocera Mita assists businesses of all sizes to
maximize value and improve their document management processes.
Kyocera Mita is a wholly owned subsidiary of the Kyocera Corporation.
The Kyocera Group dedicates its resources to the development of its
businesses across three broad sectors: Information and Communications,
Environmental Preservation and Quality of Life. Kyocera Mita, as a
document solutions provider, is a core company in the Information and
Communications sector. Also, its development of long-life component
technology means it is an important part of Kyocera's Environmental
Safe Harbor Statement Under The U.S. Private Securities Litigation
Reform Act Of 1995
Statements made by us in this press release that are not historical
facts constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements are
necessarily estimates reflecting the best judgment of our senior
management based on our current estimates, expectations, forecasts
and projections and include comments that express our current
opinions about trends and factors that may impact future operating
results. Statements that use words such as we "believe,"
"anticipate," "estimate," "intend," "could," "plan," "expect,"
"project," "predict," "forecast," "outlook," "potential," "continue,"
"may," "future," "can," "enhance," and "should," or the negative of
these, as well as similar expressions, can be used to identify
forward-looking statements. These statements are not guarantees of
future performance, rely on a number of assumptions concerning future
events, many of which are outside of our control, and involve known
and unknown risks and uncertainties that could cause our actual
results, performance or achievements, or industry results, to differ
materially from any future results, performance or achievements,
expressed or implied by such forward-looking statements. Such risks
and uncertainties include, among other things, changing competitive
and market conditions, our reliance on certain OEM customers for
significant portions of our revenues, the sufficiency of our capital
resources, any adverse change in our relationship with Adobe Systems
Incorporated and/or Novell, Inc, increased competition both from
in-house OEM products and low cost offshore competitors, the impact
of Microsoft's Vista(TM) operating system, reduced demand for our
existing monochrome technologies or other products, the rapid changes
taking place in the emerging color print devices markets, our ability
to realize contract backlog, our ability to identify new customers or
place our technology in a broader base of products, our ability to
leverage core competencies and find product segments that blend well
with our core business, our ability to successfully enter new
software application sectors, our ability to maintain our profit
objectives and create compelling margins, the tenure of the
competitive advantage of our old and new technologies, our reliance
on block licensing, our ability to develop and market our advanced
devices and software, the validity and protection of our intellectual
property rights, risks associated with international business
activities, our reliance on key personnel and our board of directors
and our ability to execute our business plan and strategic partnering
The above risks, and others, are described in further detail in our
reports filed with the Securities and Exchange Commission, including,
but not limited to, those described under "Item 1A. Risk Factors" in
our most recent Annual Report on Form 10-K for the fiscal year ended
2007, filed on April 13, 2007, and those described under "Item 1A.
Risk Factors" in the most recent Quarterly Report on Form 10-Q for the
quarter ended July 31, 2007, filed September 10, 2007.
Current and prospective stockholders are urged not to place undue
reliance on forward-looking statements, which speak only as of the
date hereof. We are under no obligation, and expressly disclaim any
obligation, to update or alter any forward-looking statements,
whether as a result of new information, future events or otherwise.
All forward-looking statements contained herein are qualified in
their entirety by the foregoing cautionary statements.
Peerless Systems Corporation:
Chief Financial Officer
Kyocera Mita Corporation
Pfeiffer High Investor Relations, Inc.
SOURCE: Peerless Systems Corporation