Proficient Systems, Inc. Acquired by LivePerson, Inc. (Nasdaq: LPSN)

Proficient Systems, Inc. Acquired by LivePerson, Inc. (Nasdaq: LPSN)

LivePerson, Inc. (Nasdaq: LPSN), a leading provider of online conversion solutions, today announced an agreement to acquire Atlanta-based Proficient Systems, Inc., a provider of hosted proactive chat solutions that help companies generate revenue on their web sites.

Under the terms of the agreement, LivePerson will acquire all of the outstanding capital stock of Proficient in exchange for 2 million shares of LivePerson common stock to be paid at closing, and up to an additional
2.05 million shares based on the achievement of certain revenue targets during the nine months following the closing of the transaction.

Together, the combined company will serve more than 4,000 customers, including more than 100 of the Fortune 1000. The blended knowledge, domain expertise and resources of the two organizations will further strengthen LivePerson’s market presence and provide greater opportunities to penetrate growing vertical segments, particularly financial services and online retail.

Industry Leadership

“This transaction brings together two category leaders with complementary business strategies, product technologies and target markets,” said Robert LoCascio, LivePerson’s Chief Executive Officer. “Proficient has delivered measurable value to its customers and has a track record of success in the financial services and retail sectors. Joining forces with Proficient will increase the value that we deliver to our joint customers and equip our newly combined company with more products, resources and domain expertise.”

“We are pleased to join forces with the LivePerson team,” said Gregg Freishtat, Chief Executive Officer of Proficient. “LivePerson has defined this market space and created value for their customers with their expertise and technology. I expect that customers of both companies will benefit from the resulting combination of talent and technology.”

Integration Plans and Expectations 
The two companies have developed an integration strategy to deliver a broader range of products, services and capabilities to new and existing customers, while retaining the strengths of the respective companies’ core competencies. Robert LoCascio will remain in his current role as Chairman of the Board and Chief Executive Officer of LivePerson following the closing of the transaction.

LivePerson expects the following incremental financial impact to result upon closing the transaction:
• An increase in monthly revenue of approximately $215,000 upon closing.
• A decrease in EBITDA (earnings before interest, taxes, depreciation and amortization) of $0.01 per share in the third quarter of 2006 and no decrease in EBITDA in the fourth quarter of 2006.
• A decrease in EPS due primarily to deal-related amortization of $0.01-$0.02 in both the third and fourth quarters of 2006.
• A favorable impact on both EBITDA per share and EPS beginning in 2007.

About LivePerson
LivePerson is a provider of online conversion solutions. Our hosted software enables companies to identify and proactively engage online visitors—increasing sales, satisfaction and loyalty while reducing service costs. Combining web-interaction technology (chat, email and a self-service knowledgebase) with a deep understanding of consumer behavior and industry best practices, LivePerson’s Timpani™ platform engages the right customer, at the right time, with the right communications channel. This Engagement Marketing platform creates more relevant, compelling and personalized experiences—converting traffic into revenues, and facilitating real-time sales and customer service. More than 4,000 companies including EarthLink, Hewlett-Packard, Microsoft, Qwest and Verizon rely on LivePerson to help maximize the return on their marketing and e-commerce investments. LivePerson is headquartered in New York City.

About Proficient Systems
Headquartered in Atlanta, Proficient Systems, Inc. is helping industry-leading companies better monetize their Web presence by converting visitors into buyers. The Proficient solution utilizes sophisticated data mining algorithms to track and analyze the behavior of Web site visitors in real time, and then intelligently approaches visitors with the appropriate sales or service professional based on the company’s specific business objectives. Proficient’s real-time data mining engine determines the most valuable customers and engages them with chat and collaboration technologies, allowing companies like Carmax, E-LOAN, E*Trade, Huntington National Bank, and Oracle to experience increased revenue, improved productivity, and enhanced customer satisfaction.

Company Type: Private Companies, Public Corporations

Transasction Type: Sellside M&A

Industry: Technology / Media / Telecom