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07/10/2004

Harris Corporation to acquire Encoda Systems

Harris Corporation has signed a definitive agreement to acquire Encoda Systems Holdings, Inc., a leading global supplier of software and service solutions for the broadcast media industry, including television, radio, cable, satellite, and advertising agency customers around the world.
Encoda's end-to-end workflow solutions include traffic and billing and program-scheduling systems that are broadcast industry standards, and their automation and media asset management solutions are very complementary to Harris' existing automation business.
Encoda Systems is a privately held company, owned by Thomas H. Lee Partners, Blackstone Capital Partners, Evercore Capital Partners, and others, that resulted from a combination of Enterprise Software, Columbine JDS Systems, and Drake Automation.
Today, the company has approximately 700 employees with operations in the US, Canada, the UK, and Australia. It serves more than 600 customers in 34 countries. Encoda revenue for the 12 months ended June 30, 2004, was $124 million.
Harris will acquire Encoda Systems for approximately $340 million in cash, subject to post-closing adjustments, customary closing conditions, and regulatory approvals. The transaction is expected to close in early November, and the acquisition is expected to be immediately accretive to Harris earnings in fiscal year 2005 at approximately $0.12 per diluted share. This excludes the write-off of in-process R&D and one-time integration costs, which cannot be determined at this time without unreasonable efforts.
"Encoda Systems is an outstanding strategic fit with Harris' industry-leading Broadcast Communications business," said Howard L. Lance, chairman, president and chief executive officer of Harris Corporation. "Encoda's enterprise software solutions will significantly expand Harris' existing product offering to the global broadcast media market. Encoda will also give Harris market reach beyond our existing customer base into new cable and satellite markets.”
"As digital content continues to move centre stage in the media industry, Harris will be leading with solutions for our customers that automate workflow, improve efficiency, and reduce costs," Lance continued. "With this acquisition, Harris can now truly offer end-to-end workflow solutions - software, hardware, and services - for customers worldwide.
Clearly, the combination of Harris and Encoda solutions will create a powerful resource that can address all phases of the complex transition of technology to modernise and streamline operations."
Jeremy Wensinger, president of Harris' Broadcast Communications Division, said: "The Harris-Encoda combination will position Harris as a pre-eminent supplier of open, integrated, enterprise-wide workflow systems for any operation that creates, manages, and distributes rich media. Harris will continue to offer and support current Harris and Encoda product lines and provide our customers the best solution at every link of the content chain. When customers choose Harris and Encoda, they will be investing in platforms that will take their businesses seamlessly into the future."
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