Itron Completes Acquisition of LineSoft Corporation

March 13, 2002
Itron Expands Presence In The Utility Market With The Acquisition of Software and Engineering Services

Itron, Inc., a leading technology provider and source of knowledge to the energy and water industries for collecting, analyzing and applying critical data about electric, gas and water usage, has completed its acquisition of LineSoft Corporation, a leading provider of software solutions and engineering consulting services for optimizing utility transmission and distribution systems.

The transaction is being accounted for as a purchase. An initial purchase price of $42 million is subject to a working capital adjustment that will be finalized within 45 days from closing. At closing, the working capital adjustment was preliminarily calculated as $600,000, resulting in a net purchase price of $41.4 million. Of this amount $21.0 million was paid through the issuance of 848,870 shares of Itron common stock and cash for fractional interests. The remaining $20.4 million was paid in cash, except for $1.0 million that was placed in escrow as security for the sellers' indemnifications and $600,000 that was also placed in escrow as the initial working capital price adjustment. The purchase price is also subject to additional earnout payments to LineSoft shareholders in the event that revenue hurdles in 2002 to 2004 are exceeded.

LineSoft, a privately held company located in Spokane, Washington, has been providing innovative engineering design software applications and consulting services to the utility industry since 1988. LineSoft has more than 130 utility customers and generated approximately $14 million in revenue in 2001.

Itron, Inc. is a leading technology provider and source of knowledge to the energy and water industry for collecting, analyzing, and applying critical data about electric, gas, and water usage. Itron technology touches more than $200 billion in energy and water transactions annually. Today, Itron systems are installed at more than 2,000 utilities in over 45 countries around the world and are being used to collect data from 275 million electric, gas, and water meters. Of those, more than 850 customers use Itron's radio and telephone-based technology to automatically collect information from over 20 million of those meters. Itron's software systems are also in use at a number of the newly created wholesale energy markets in the U.S. and Canada to provide critical billing and settlement systems for the power flowing into and out of those deregulating markets. Knowledge to Shape Your Future - that's Itron.

Source: Itron, Inc.