US : Openwave Systems and Cilys, a Canadian wireless telecommunications software infrastructure vendor located in Trois-Rivieres and Montreal, today announced they have signed a definitive agreement for Openwave to purchase all outstanding shares of privately held Cilys. Openwave plans to integrate Cilys' allgo*mobile technology, which is currently deployed by an Orange Group subsidiary, into Openwave's client and server product offerings.

Cilys' optimization technology, which increases speeds for accessing mobile data services and compresses the amount of data sent over 2.5 and 3G networks, will improve the performance of mass market mobile phones, smart phones, PDAs and portable computers. The Openwave combined product offering will strengthen the company's position and offerings for mass market phones.

As a result of operators deploying this technology, subscribers will experience major speed improvements when browsing, emailing, messaging and downloading content such as email, games, music and ringtones.

"We welcome the Cilys team and technology to Openwave. Cilys' technology will be an important piece of our client and server solutions to allow wireless operators to deliver and deploy innovative services with the best possible user experience," said Paul Anderson, vice president and general
manager of Openwave's mobile infrastructure products.

"We expect Cilys' technology will help operators generate capital expenditure savings since the technology compresses the amount of data sent over the network and thereby reduces the need for spectrum and investment in access infrastructure."

Cilys' product architecture accelerates any protocol and, consequently, any wireless application running on the wireless data network. Cilys' allgo*mobile(TM) acts at the network core and reduces the impact of network latency on applications and accelerates the data transfer rate for a faster response time and a better user experience.

"Cilys has been pioneering optimization aiming at consumer mobile data services and mass-market devices since its inception. By joining Openwave and their leading position in both handset client software and server technologies such as the Openwave Mobile Access Gateway, we have a perfect match in bringing an innovative product to the market," said Sven Borgstrom, president and CEO of Cilys. "We look forward to joining the Openwave team."

"Operators are increasing rollouts of 3G networks and need to launch innovative services to attract and keep subscribers that can generate returns on their 3G investments. This optimization technology will help improve the user experience with less waiting time for the subscriber when accessing data services and will reduce costs for the operator," said Mark Winther, group vice president of IDC. "The Openwave and Cilys combination will deliver a comprehensive client server offering, which will help operators generate revenue for their services on mass market phones and will ultimately build subscriber loyalty."

"After evaluating the dominant solutions on the market, we concluded that Cilys allgo*mobile is the most innovative solution available, combining all the elements required by an operator to get the maximum out of the data network. It greatly enhances the user experience of our subscribers, it doesn't require any configuration from an end-user perspective, it supports the largest number of devices and protocols and it is easy to deploy and maintain," said Mario Assaad, Core Network and Value-Added Services Director at Orange.

Financial Terms and Schedule
Under the terms of the definitive agreement, Openwave will acquire all outstanding shares of Cilys for a total purchase price of approximately US $10 million. The purchase price will be paid with a mixture of approximately 50 percent cash and 50 percent stock. The transaction is expected to close in the first quarter of 2005 and is subject to customary closing conditions.