REG-Unisys Corp: Acquisition

UnisysAnnouncement

03/06/2021 13:10

Unisys to Acquire Unify Square for $152.5 Million, Creating the Most Advanced
and Flexible Enterprise-wide Solution to Optimize the Collaboration Experience

BLUE BELL, Pa. and BELLEVUE, Wash., June 3, 2021 /PRNewswire/ -- Unisys
Corporation
(https://c212.net/c/link/?t=0&l=en&o=3178697-1&h=2703509617&u=http%3A%2F%2Fwww.unisys.com%2F&a=Unisys+Corporation)
(NYSE: UIS), a global IT solutions company, today announced that it has
entered into an agreement to acquire Unify Square, the leading experience
management provider for secure collaboration and communications platforms, for
$152.5 million on a cash-free, debt-free basis. Unisys is funding the
transaction with cash on hand.

The transaction, which is expected to close today, will enable Unisys to
leverage Unify Square's Unified Communications as a Service (UCaaS) offerings
to help advance its experience-focused digital workplace services solution
set.

"The acquisition of Unify Square will enhance Unisys' digital workplace
services business to drive increased revenue growth and improved profitability
and cash flow," said Peter Altabef, chair and CEO of Unisys. "The UCaaS
market, in which Unify Square operates, is expected to be among the
fastest-growing segments of the digital workplace services market. Unify
Square's capabilities will enable Unisys to deliver higher-value solutions to
its clients that enhance their productivity and employee satisfaction. The
acquisition is expected to be accretive to adjusted EBITDA margin and adjusted
free cash flow by 2023, with a de minimis impact initially."

"Unisys and Unify Square hold a shared vision for how businesses can more
easily adapt to the new reality of a hybrid workforce," said John Case, CEO,
Unify Square. "Unify Square's goal is to empower our enterprise clients with a
complete set of software and services that allows them to provide seamless,
secure experiences to employees. Together with Unisys, we will have a unique
opportunity to help more enterprises thrive in this new digital workplace
environment."

A Powerful Solution for Seamless, Rapid, Enterprise-wide Collaboration
The integration of Unisys' and Unify Square's digital workplace services
capabilities will help clients achieve seamless collaboration and experience
parity through excellent employee experiences and agile ways of working that
enable innovation any time, anywhere and on any device. Unisys and Unify
Square will now be able to help clients achieve outcomes through: 
* Accelerating transformation. Companies can now accelerate their digital
workplace journeys, quickly and seamlessly moving from legacy on-prem
communications platforms to modern cloud-based collaboration applications with
less disruption and with immediate benefits.
* Proactively assessing experience through real-time analytics. Companies can
now actively assess, analyze and improve employee experience across multiple
platforms while enhancing IT operational performance with real-time analytics.
* Enabling comprehensive governance and management. Through built-in
compliance and security capabilities, Unify Square solutions provide a policy
framework and robust functionality to create policies to simultaneously cover
all collaboration platform security and lifecycle management scenarios.
"As we continue to navigate through uncertain times and new ways of working,
the most successful organizations will be the ones that cultivate agile,
dynamic worker experiences and work environments," said Amy Loomis, research
director for IDC's Future of Work Agenda practice. "Leaders must work across
functions to develop the workplace infrastructure, support, policies and
procedures that will enable employees to securely access the people, tools and
data they need any time, anywhere and from any device. The acquisition of
Unify Square by Unisys provides the software, services and support leaders
will need to support hybrid work models of the future."

Unisys Digital Workplace Services           
Unisys Digital Workplace Services
(https://c212.net/c/link/?t=0&l=en&o=3178697-1&h=2244196721&u=https%3A%2F%2Fwww.unisys.com%2Fofferings%2Fdigital-workplace-services&a=Digital+Workplace+Services)
deliver advanced workplace solutions to help clients transform their digital
workplaces and create exceptional end-user experiences. Unisys InteliServe™
incorporates change-management capabilities and a user-centric design to
deliver a frictionless employee experience that easily plugs into human
resources, finance and business applications. In February 2021, for the third
consecutive year, Gartner positioned Unisys as a Leader in its Magic Quadrant
for Managed Workplace Services, North America report.

The purchase price is subject to customary adjustments based on closing cash,
indebtedness and working capital. For disclosures and definitions related to
any Unisys financial metrics referenced in the attached, including adjusted
EBITDA and adjusted free cash flow, please see the Unisys 1Q21 earnings
release, available on the company's website. Clearsight Advisors, Inc. acted
as an exclusive financial advisor to Unify Square.

About Unisys
Unisys is a global IT solutions company that delivers successful outcomes for
the most demanding businesses and governments. Unisys offerings include
digital workplace services, cloud and infrastructure services, software
operating environments for high-intensity enterprise computing, business
process solutions and application development services. Unisys integrates
security into all of its solutions. For more information on how Unisys
delivers for its clients across the government, financial services and
commercial markets, visit www.unisys.com.

Follow Unisys on Twitter
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and LinkedIn
(https://c212.net/c/link/?t=0&l=en&o=3178697-1&h=1824034999&u=http%3A%2F%2Fwww.linkedin.com%2Fcompany%2Funisys&a=LinkedIn).

About Unify Square
Unify Square's software and services optimize and enhance the world's largest
collaboration and communication deployments, helping businesses manage and
secure their meetings, chats and calls. The company's PowerSuite™ software
creates a unified dashboard to surface actionable insights and help manage
collaboration platforms — optimizing and transforming performance health and
user effectiveness. Unify Square is a global elite partner for Microsoft and
Zoom. Unify Square's solutions have delivered value to more than 6 million
collaboration seats, in over 275 enterprises across more than 50 countries,
and in most major industry verticals.

Headquartered in Bellevue, Wash., Unify Square also has offices in the United
Kingdom, Germany, Switzerland, India, Australia and Lithuania.

Forward-Looking Statements 
Any statements contained in this release that are not historical facts are
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are usually identified by or
are associated with such words as "intend," "plan," "believe," "estimate,"
"expect," "anticipate" and similar terminology. Such forward-looking
statements include those that address activities, events or developments that
Unisys or its management believes or anticipates may occur in the future,
including earnings enhancements, synergies and other benefits from the Unify
Square acquisition. All forward-looking statements are based upon Unisys'
current expectations, various assumptions and data available from third
parties. Unisys' expectations and assumptions are expressed in good faith, and
Unisys believes there is a reasonable basis for them. However, there can be no
assurance that such forward-looking statements will materialize or prove to be
correct as forward-looking statements are inherently subject to known and
unknown risks, uncertainties and other factors which may cause actual future
results, performance or achievements to differ materially from the future
results, performance or achievements expressed in or implied by such
forward-looking statements. Numerous risks, uncertainties and other factors
may cause actual results to differ materially from those set out in the
forward-looking statements, including: the risk that Unisys may be unable to
successfully integrate Unify Square or that integration costs exceed Unisys'
expectations; the risk that Unisys may not realize the benefits expected from
the acquisition, including earnings enhancements and synergies; potential
adverse reactions or changes to business or employee relationships, including
those resulting from the announcement of the acquisition; the risk that Unisys
may not attract, motivate and retain experienced personnel in key positions;
the risk that Unisys may not effectively anticipate and respond to volatility
and rapid technological innovation; the risk of adverse developments on
Unisys' ability to grow revenue and expand margin in its Digital Workplace
Services and Cloud and Infrastructure businesses; the risks of doing business
internationally, particularly when a significant portion of Unisys' revenue is
derived from international operations; the risk of cybersecurity breaches,
which could result in significant costs and harm Unisys' business and
reputation; and the other factors discussed in the Item 1A, "Risk Factors"
sections in Unisys' Annual Report on Form 10-K for the fiscal year ended
December 31, 2020 and in Unisys' Quarterly Report on Form 10-Q for the quarter
ended March 31, 2021, and in Unisys' other filings with the Securities and
Exchange Commission which are available at http://sec.gov. For any
forward-looking statements contained in this or any other document, Unisys
claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. Unisys
assumes no obligation to update or revise any forward-looking statements in
light of new information or future events except as required by law.

RELEASE NO.: 0603/9389

Unisys and other Unisys products and services mentioned herein, as well as
their respective logos, are trademarks or registered trademarks of Unisys
Corporation. Any other brand or product referenced herein is acknowledged to
be a trademark or registered trademark of its respective holder.

UIS-C

CONTACT: Investors: Courtney Holben, Unisys, 215-986-3379,
courtney.holben@unisys.com; Media: Carrie Lake, Unisys, 703-624-7300,
carrie.lake@unisys.com; Media: Scott Gode, Unify Square, 425-761-3051,
scottg@unifysquare.com



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