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WALTHAM, Mass.--(BUSINESS WIRE)--April 15, 1997--Kurzweil Applied Intelligence, Inc. (NASDAQ:KURZ) today announced the signing of a definitive merger agreement which provides for a merger with Lernout & Hauspie Speech Products N.V., a Belgian corporation listed on the Nasdaq National Market (NASDAQ:LHSPF) and a developer of advanced speech technology for various commercial applications and products.
Under the terms of the merger agreement, which has been approved by the Boards of Directors of both companies, Kurzweil AI shareholders will receive $4.20 in cash and $1.05 in Lernout & Hauspie stock for each share of Kurzweil AI common stock, subject to adjustment under certain circumstances. As a result of the transaction, Kurzweil AI will become a wholly-owned subsidiary of Lernout & Hauspie. The acquisition will be accounted for using purchase accounting, and the closing is subject to certain conditions and approvals, including the approval pf Kurzweil AI's shareholders. The parties currently anticipate that the transaction will be consummated in June 1997. In addition, to finance Kurzweil AI's working capital needs prior to the closing of the acquisition, Lernout & Hauspie has agreed to make available to Kurzweil AI a line of credit of up to $1,500,000.
Thomas E. Brew, Jr., the Company's President and Chief Executive Officer, said: "Kurzweil AI is pleased to be joining forces with internationally-recognized Lernout & Hauspie. We expect the combined companies' strengths will lead to the introduction of innovative speech products and increased market share in the speech recognition technology arena. Our recent entry into the PC retail channel is now starting to significantly increase revenues for our PC applications products which I believe will result in increased revenues in the succeeding quarters in fiscal 1998. In addition, our medical software and PC applications research and development teams will add an extra dimension to Lernout & Hauspie's increasing focus on the growing voice-enabled PC market."
Kurzweil AI also released its unaudited financial results for the fiscal year ended January 31, 1997. The Company reported revenue of $8,547,000 and a net loss of $4,140,000 or ($.50) per share, for the fiscal year ended January 31, 1997 as compared to revenue of $9,360,000 and a net loss of $2,586,000 or ($.38) per share for the fiscal year ended January 31, 1996. The Company reported revenue of $2,193,000 for the fourth quarter ended January 31, 1997, a 5% increase over the $2,096,000 of revenue reported for the same period in the prior fiscal year. The net loss in the fourth quarter of fiscal 1997 was $1,425,000 or ($.16) per share, as compared to a net loss of $1,282,000 or ($.19) per share for the fourth quarter of fiscal 1996.
The Company has attached unaudited balance sheets and statements of operations for the fiscal years ended January 31, 1997 and January 31, 1996.
Kurzweil Applied Intelligence, Inc. headquartered in Waltham, Mass., was founded in 1982. The Company develops, markets and supports automated voice recognition systems used to create documents and interact with personal computers by voice.
All product names referenced herein are trademarks of their respective companies.
This release and other information related to Kurzweil Applied Intelligence, Inc. can be referenced on the Company's home page on the World Wide Web at http://www.kurzweil.com, or by calling (617)893-5151.
This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of risks factors and uncertainties, including but not limited to economic, competitive, governmental and technological factors affecting the Company's operations, markets, products, services and prices, which could cause the actual results or performance of the Company to differ materially from those described herein. For a more detailed description of the risks, factors and uncertainties affecting the Company, refer to the discussions under the headings "Certain Factors That May Affect Future Results" and "Cautionary Statement" in the Company's Annual Report on Form 10-KSB and other of the Company's publicly available filings with the Securities and Exchange Commission.
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Fourth Quarter Balance Sheet
Fourth Quarter Statement of Operations
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