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Docucorp Acquires Newbridge Information Services and Enters Health Care Market

Tuesday, September 28, 2004

Press release from the issuing company

DALLAS--Sept. 27, 2004-- Docucorp International, a leading provider of enterprise information solutions, announced today that it has acquired the assets of Newbridge Corporation, which includes the stock of Newbridge Information Services, a leading information services company for the health care market. Newbridge composes, produces and distributes provider directories, ID cards and health insurance policy kits, as well as provides Internet access to health care providers. Pursuant to an asset purchase agreement dated Sept. 24, 2004, the all-cash transaction requires a cash outlay of approximately $5 million that includes a $2.5 million purchase price and the payment of certain liabilities totaling approximately $2.5 million. Newbridge revenue for its most recent fiscal year ended Dec. 31, 2003 was approximately $7.4 million and year-to-date revenue through Aug. 31, 2004 was approximately $4.9 million. Docucorp expects the transaction to be accretive for the current fiscal year ending July 31, 2005. "This is an exciting acquisition for Docucorp. We believe that Newbridge is a good fit strategically and that it will contribute to Docucorp's growth and profitability," said Michael D. Andereck, president and chief executive officer, Docucorp International. "As a result of their robust solutions, Newbridge has recently attracted new customers and expanded its business with existing customers. Docucorp has the resources and people to help Newbridge accelerate their growth." "In addition to facilitating our entry into a new vertical market, the acquisition will provide economies of scale and increased functionality for our combined ASP operations. We also believe there are opportunities to cross- and up-sell our new range of capabilities to both the health care and insurance markets," said Andereck. As part of the transaction, Docucorp executed employment and noncompetition agreements with key members of the Newbridge management team and issued certain members of management a total of 175,000 shares of restricted stock with seven year vesting. The vesting can be accelerated if certain revenue targets are achieved in the first three fiscal years following the date of the grants. "Docucorp's financial resources, coupled with its enterprise information expertise and ASP facilities, will strengthen Newbridge's position within the health care market," said Blayne S. Lequeux, president and chief executive officer, Newbridge Information Services. "We are pleased that Newbridge will become an integral component of Docucorp's business."




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