Bridgewater Systems to be Acquired by Amdocs

OTTAWA, Ontario, 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 ⅔% 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 http://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 http://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.

For further information:
Contacts 
Investor Relations
Kim Butler, Chief Financial Officer
Bridgewater Systems
kim.butler@bridgewatersystems.com
+1-613-591-9104 extension 6023

Craig Armitage
The Equicom Group Inc.
carmitage@equicomgroup.com
+1-416-815-0700 extension 278

Media Relations
Ann Hatchell, Director, Product and Solutions Marketing
Bridgewater Systems
Ann.Hatchell@bridgewatersystems.com
+1-613-591-9104 extension 2030

David Sharpley, Senior VP, Marketing, Product Management & Channels
Bridgewater Systems
David.Sharpley@bridgewatersystems.com
+1-613-591-9104 ext: 2121

(BWC.)