Amdocs Has Signed a Definitive Agreement to Acquire Bridgewater Systems, a Publicly Held Provider of Policy Management and Network Control Solutions

Pune, Maharashtra India (PressExposure) June 20, 2011 -- Amdocs (NYSE: DOX), the leading provider of customer experience systems, today announced it has entered into a definitive agreement to acquire all of Bridgewater Systems' (TSX: BWC) ("Bridgewater") outstanding common shares for CAD$8.20 per share in cash pursuant to a plan of arrangement that is subject to Bridgewater's shareholder approval and customary closing conditions, including certain regulatory approvals. The transaction is valued at approximately CAD$211 million, or CAD$128 million net of Bridgewater's cash as of March 31, 2011. The Boards of Directors of Bridgewater and Amdocs have each unanimously approved the transaction which, subject to the satisfaction of the conditions to the plan, is expected to be completed within 90 days.

With the acquisition of Bridgewater, a provider of policy, subscriber management and network control solutions for mobile and convergent service providers, Amdocs expects to further expand its Customer Experience Systems (CES) portfolio with sophisticated data experience management capabilities.

This acquisition is aimed at enabling service providers to support virtually any pricing strategy for data services, based on the combination of advanced customer models coupled with network level information.

Bridgewater's solutions combined with Amdocs' industry leading convergent charging technology would provide a holistic view of the customer hierarchy across multiple devices, lines of business, and networks. This would enable service providers to completely redefine the real-time data experience and their approach to monetizing and optimizing data services. It would also increase service providers' competitive differentiation, allowing them to improve the experience of their customers and maximize return on investment.

Service providers are faced with an evolution from unlimited data plans to personalized value-based pricing and charging. This acquisition would allow Amdocs to support a wide variety of such use cases. For example, a family could share a single, consolidated plan across their iPhone (on a 3G network), iPad (on a 4G network), and home broadband connection, all at preferred bandwidth speeds.

Unlike traditional point-based solutions, Amdocs would combine its proven turbo-charging technology with network level information. This would bridge the gap between BSS and the network, resulting in a complete and holistic solution and enabling service providers to deliver an optimized, quality-based, real time customer experience across all devices, services and networks.

"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.

"As the market leader in customer experience systems, Amdocs has an excellent reputation for delivering tangible value to service providers worldwide," said Ed Ogonek, President and CEO, Bridgewater. "The combination of Bridgewater's policy and subscriber data management portfolio with Amdocs CES portfolio will create a unique offering that would further extend Amdocs industry leadership, and deliver innovative solutions for service providers as they seek to transform their networks, improve customer loyalty and monetize their data services."

In addition to product and solution synergies, Amdocs and Bridgewater share numerous top tier customers, including Bell Mobility, Sprint and Telstra.

The definitive agreement prohibits Bridgewater from soliciting alternative transactions and provides for the payment of a termination fee in certain circumstances.

Amdocs does not expect a material impact from the acquisition of Bridgewater, if completed, on fiscal year 2011 or fiscal year 2012 non-GAAP earnings per share, which excludes acquisition related costs and equity-based compensation expense, net of related tax effects. The impact on GAAP results will not be known until after Amdocs completes the purchase price accounting for the acquisition. Amdocs may incur acquisition-related expense in fiscal years 2011 and 2012 to account for certain costs related to the acquisition.

Several key shareholders, which collectively hold approximately 29.7% in the aggregate of the outstanding common shares of Bridgewater, as well as the directors and senior officers of Bridgewater, representing approximately an additional 5.6% 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 favor of the arrangement.

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Press Release Submitted On: June 20, 2011 at 2:10 am
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