Ibas acquires European competitor Vogon

"This acquisition achieves our goal of becoming market leader in Europe," says Bjørn Arne Skogstad, President and CEO of Ibas. "Ibas and Vogon complement each other very well for technology, expertise, services, customers and sales and production networks."

Ibas is to purchase 100 per cent of the shares in Vogon, which will continue as a separate company until the end of 2005. Integration with Ibas will happen from 1 January 2006. The agreement is based on an 'earn-out' model, which specifies a minimum price of GBP 4 million and a maximum of GBP 9 million. GBP 3.5 million of the purchase price will be paid in connection with the completion of the transaction, while the remaining portion of the purchase price will be paid in 2006. 25% of the portion of the purchase price deferred until 2006 will be settled by the issuance of Ibas shares to the sellers.

Vogon is privately-owned, and all the shareholders in the UK company have accepted the agreement. The acquisition is conditional to a financial due diligence.

This acquisition is expected to provide cost synergies in the order of NOK 7-10 million by 2006 from investing in new markets, marketing, locations, suppliers and overlapping support functions.

"The new company will have an important position in the international computer security market, and the acquisition clearly strengthens our possibilities for delivering future growth in sales and profits," says Mr Skogstad.

While data recovery is the biggest business area at Ibas, Vogon has specialised particularly in computer forensics. The acquisition makes it possible to combine two technical teams and research departments to achieve a higher success rate and extra capacity for complex assignments.

"The market for computer forensics is expanding sharply, and the acquisition of Vogon gives us a leading role in this area," says Mr Skogstad. "Our own expertise in data recovery and erasure complements Vogon's leading-edge expertise in investigating computer crime. We will jointly be very well placed in all three business areas."

The new company will have a strengthened international position based on local affiliation - market leader in the Nordic region, market leader in the UK and one of two leading players in Germany. It will also be reinforcing its presence in France, Southern and Eastern Europe, North America and Asia. Vogon's US operation will give Ibas access to a large and growing market.

Gordon Stevenson, Vogon's founder and Managing Director said "this provides the combined business with the geographic coverage and ability to better serve our clients across Europe and the USA. It was inevitable that Vogon found a partner in the Data Security field where the commercial and technical synergy was right. With IBAS we can further develop the commercial potential of our long-term investment  in Computer Forensics and related areas such as Electronic Disclosure and Corporate Governance. The transaction had 100% support of the Vogon founders and shareholders."

Vogon had sales of NOK 72.1 million in 2004, with an operating profit of NOK -7.1 million. The corresponding figures for Ibas were NOK 91.7 million and NOK 10.2 million. This acquisition will increase the Ibas workforce from 89 to 171. The company's head office will be at Kongsvinger north of Oslo.

The acquisition will be financed by free cash, share issue and loans. The board proposes a rights issue of NOK 30.0 million. The rights issue is guaranteed by major shareholders.

Also see: www.ibas.com

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Further information from:
Svein R Goli, chairman, Ibas Holding ASA, mobile: +47 90 75 67 57
Bjørn Arne Skogstad, president, Ibas AS, tel: +47 62 81 01 00, mobile: +47 48 14 90 70,
 e-mail: bjorn.arne.skogstad@ibas.no
Terje Koppang, chief financial officer, Ibas AS, tel: +47 62 81 01 00, mobile: +47 95 83 05 23,
e-mail: terje.koppang@ibas.no

Facts about Ibas AS
Ibas is a world leader in the field of data recovery and erasure services. Computer forensics, which is a fast-growing market, is another important business area for the company. Ibas has a total of 89 employees, working at the main offices in Kongsvinger, Norway and in subsidiaries in eight countries - Sweden, Denmark, Finland, England, Germany, Poland, France and Singapore. The company also has distributors and agents in a number of other countries in Europe, Asia and America. Ibas (Ticker:IBAS) is listed on the Oslo Stock Exchange.

Facts about Vogon International Ltd
Vogon International Ltd is a privately-owned computer security company founded 20 years ago, with its headquarters at Bicester, near Oxford in the UK and offices in Germany, Norway and the USA. It has specialised in computer forensics, data recovery and conversion, and consultancy services relating to security and investigation. Vogon has invested heavily in software solutions where have contributed in turn to a number of major contracts. The company has 82 employees and 2004 sales of NOK 74 million.