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Bridgewater Systems to Be Acquired by Amdocs

June 17, 2011

OTTAWA, June 17, 2011 /PRNewswire/ – Bridgewater Systems (TSX: BWC),
(“Bridgewater” or the “Company”) the global leader in intelligent
broadband controls, today announced that it has entered into a
definitive agreement to be acquired by Amdocs Limited (NYSE: DOX)
through a plan of arrangement for C$8.20 per share in cash (the
“Arrangement”), valuing the Company at approximately C$211 million. The
agreement is subject to Bridgewater shareholder approval, regulatory
approval and other closing conditions and is expected to close within
approximately 90 days.

“Becoming part of Amdocs would enable us to accelerate our corporate
growth strategy, centered around global expansion, enabling the
transformation to next generation converged networks, portfolio and
solution innovation, and leveraging our installed base,” said Ed
Ogonek, President and CEO, Bridgewater. “The natural synergies between
the Bridgewater and Amdocs product and solution portfolios, coupled
with Amdocs’ extensive tier 1 customer base and global presence, would
unleash innovative, policy-enabled customer experience solutions to
service providers worldwide.”

“This acquisition would build on Amdocs’ leadership in delivering
innovative solutions that change market paradigms.  It is a
continuation of our strategy to support service providers as they seek
to  transform their businesses in anticipation of new market
opportunities like 4G and machine-to-machine, and in response to clear
threats, such as the data explosion,” said Amdocs Group President,
Brian Shepherd.

Bridgewater’s Board of Directors, after receiving the recommendation of
its Strategy Committee and consulting with its financial and legal
advisors, has unanimously determined that the Arrangement is in the
best interest of the Company and its shareholders and to recommend that
Bridgewater shareholders vote in favour of it. Jefferies & Company,
Inc. acting as financial advisor to the Board of Directors and the
Strategy Committee has provided an opinion that the consideration to be
received by Bridgewater shareholders is fair, from a financial point of
view, to Bridgewater shareholders. A complete copy of the opinion will
be appended to Bridgewater’s management proxy circular in respect of
the Arrangement.

The directors, senior officers and certain institutional shareholders of
Bridgewater, holding together approximately 24.8% in the aggregate of
the issued and outstanding common shares of Bridgewater, have entered
into support agreements under which they have agreed to vote in favour
of the Arrangement. In addition, Crescendo Partners II, L.P. Series MI
and Crescendo Partners III, L.P. (collectively “Crescendo Partners”)
have also entered into support agreements under which they have agreed
to vote in favour of the Arrangement, which agreements relate to an
aggregate of 2,650,400 common shares beneficially owned by Crescendo
Partners, which represent approximately 10.5% of the outstanding common
shares of Bridgewater.

“This transaction is in the best interest of our shareholders and has
the full support of the Board of Directors, senior management and key
shareholders,” said Terry Matthews, Chairman of Bridgewater’s Board of
Directors. “It provides shareholders with immediate liquidity and fair
value for their shares. Furthermore, joining a large, international
market leader in Amdocs would create new growth opportunities for
Bridgewater for the benefit of its customers and employees.”

Additional Transaction Details

The cash consideration of C$8.20 per share to be received by
shareholders represents an implied premium of 30% to Bridgewater’s
closing share price of C$6.33 and an implied premium of 33% to the
20-day volume weighted average trading price of C$6.17 on the Toronto
Stock Exchange as at June 16, 2011.

The definitive agreement provides for, among other things, a termination
fee if the Arrangement is not completed in certain specified
circumstances.

The terms and conditions of the Arrangement will be summarized in
Bridgewater’s management proxy circular, which is expected to be filed
and mailed to Bridgewater shareholders in mid-July. The Arrangement
will be subject, among other things, to the approval of at least 66 2/3%
of the votes cast at a special meeting of Bridgewater shareholders to
be called to consider the Arrangement. In addition, the Arrangement
will be subject to certain customary conditions, including court
approval, relevant regulatory approvals and the absence of any material
adverse effect with respect to the Company.

The transaction is expected to close during the third quarter of 2011,
subject to the satisfaction or waiver of various closing conditions.

Jefferies & Company, Inc. is acting as exclusive financial advisor to
Bridgewater on this transaction.

About Bridgewater Systems

Bridgewater Systems, the leader in intelligent broadband controls,
provides pre-integrated solutions for mobile and converged operators to
transform their networks, optimize mobile data growth, and innovate
with new services.   The Bridgewater portfolio of carrier-grade
products includes Service Controller (AAA), Policy Controller (PCRF)
and Home Subscriber Server (HSS), anchored by a common identity and
device management system.  More than 150 leading service providers
worldwide leverage Bridgewater to create and deliver profitable
services to consumer, enterprise, cloud and machine markets. For more
information, visit us at www.bridgewatersystems.com

Bridgewater, Bridgewater Systems, the Bridgewater Systems logo,
WideSpan, Smart Caps, and Subscriber Data Broker are trademarks or
registered trademarks of Bridgewater Systems Corporation.  All other
company, product names and any registered and unregistered trademarks
mentioned are used for identification purposes only and remain the
exclusive property of their respective owners.

About Amdocs

Amdocs is the market leader in customer experience systems innovation.
The company combines business and operational support systems, service
delivery platforms, proven services and deep industry expertise to
enable service providers and their customers to do more in the
connected world. Amdocs’ offerings help service providers explore new
business models, differentiate through personalized customer
experiences and streamline operations. A global company with revenue of
approximately $3.0 billion in fiscal 2010, Amdocs has over 19,000
employees and serves customers in more than 60 countries worldwide. For
more information, visit Amdocs at www.amdocs.com.

Forward-Looking Statements

This media release includes certain forward-looking statements within
the meaning of applicable securities laws relating to the proposal to
acquire Bridgewater. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking
statements. The completion of the proposed transaction is subject to a
number of terms and conditions, including, without limitation: (i)
required Bridgewater shareholder approval, (ii) necessary court
approvals, and (iii) certain termination rights available to the
parties under the Arrangement Agreement. These approvals may not be
obtained, the other conditions to the transaction may not be satisfied
in accordance with their terms, and/or the parties to the Arrangement
Agreement may exercise their termination rights, in which case the
proposed transaction could be modified, restructured or terminated, as
applicable. Readers are cautioned not to place undue reliance on
forward-looking statements. Actual results and developments may differ
materially from those contemplated by these statements depending on,
among other things, the risks that the parties will not proceed with a
transaction, that the ultimate terms of the transaction will differ
from those that are currently contemplated, and that the transaction
will not be successfully completed for any reason (including the
failure to obtain any required approvals). Bridgewater does not intend,
and disclaims any obligation, except as required by law, to update or
revise any forward-looking statements whether as a result of new
information, future events or otherwise.

SOURCE Bridgewater Systems


Source: newswire



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