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Thursday April 16, 1997


EveryWare Development and InContext Systems Announce Plans to Merge

EveryWare Development Canada Corp. and InContext Systems Inc. announced that they have executed a letter of intent to merge their operations, subject to regulatory approval and approval of the board of directors and shareholders of each of the companies. InContext also announced an immediate private placement of InContext shares to be taken up by EveryWare, subject to regulatory approval. The merger between EveryWare and InContext will be by means of either an amalgamation or a plan of arrangement in which the shareholders of the companies will exchange their shares for shares of a yet to be named new company. The new company will offer corporate clients a complete suite of rapid development, maintenance and administration tools for departmental and enterprise Web applications.

Final terms of the amalgamation will be released upon the signing of a definitive agreement which will be included in a joint information circular to be mailed to the shareholders of each of the companies. Shareholders will be asked to vote to approve the amalgamation at special shareholders meetings to be held by each of the companies.

"Today the Webmaster is at the crossroads of corporate information services," said Dan McKenzie, president of EveryWare. "The challenge is to build, deploy, and maintain critical Internet, Intranet, and Extranet applications on multiple platforms. The open protocol interfaces to HTML, HTTP, ODBC, and SQL allow our customers and Value-Added-Resellers to easily construct complete solutions by combining our products or mixing and matching them with products from other vendors," added McKenzie. "Complete solutions without any proprietary strings attached is what the corporate customer wants and what, together, we will deliver."

Dr. Robert Arn, President of InContext, explained: "The merger will provide compelling organizational, marketing, technology and product synergies. The combination of technical expertise and solid product offerings of InContext and EveryWare will enable us to position ourselves as the one-stop shop for

Internet, Intranet and Extranet applications on three platforms. Adding EveryWare's corporate-focused marketing and sales force to InContext's channel access will allow us to address the broad Webmaster community more efficiently. By leveraging our respective client lists and partnerships, we can generate sales which go beyond what we might achieve separately. A single administrative infrastructure will reduce costs and send more of those increased sales to the bottom line."

"We expect the combined company to be much more visible in the marketplace," said McKenzie, "InContext will provide us increased exposure in the Windows market with the superior brand and name recognition they have been building with MIS departments and Webmasters alike since 1993. In combination with EveryWare's leading position in the Macintosh market, the amalgamated company will be able to aggressively market the joint product lines in both markets with strong brand recognition."

The merger will exploit the open-systems approach of both companies to combine an impressive array of award-winning products that provide best-of-breed answers to challenging Webmaster's needs. The new company will offer six key Internet/Intranet technologies:

  • Tango Enterprise: Tango Enterprise is EveryWare's Web-based development tool providing webmasters and developers with the easiest and fastest way to put their databases on the Web. Receiving outstanding recognition from industry press, Tango Enterprise is recognized as an industry leader;
  • Tango Merchant:   Tango Merchant is EveryWare's electronic commerce application that enables companies to quickly set-up and operate Web-based electronic store-fronts; Bolero:   Bolero, EveryWare's Web tracking tool, is targeted towards Web administrators looking to gain valuable statistics on the usage of their Web sites;
  • InContext WebAnalyzer:   WebAnalyzer checks your Web site for broken links, missing images, duplicated files and other Web site problems. The application allows Web administrators to keep their sites operating at peak performance. It received the Most Valuable Product of the Year award from PC Computing;
  • InContext FlashSite:   Flashsite enables individuals to download all or any part of a Web site to a hard drive for a customized, off-line, power-browsing experience. It received an Editor's choice award from PC Magazine;
  • InContext SiteCommand:   Soon to be released, SiteCommand is a Web site and Intranet management solution, combining multiple site, server and log analysis in a single integrated package.




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