[MD1] EveryWare and InContext Merge
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[MD1] EveryWare and InContext Merge

IMMEDIATE RELEASE
April 15, 1997

EveryWare Development and InContext Systems Announce Plans to Merge

Combined Companies will Provide Complete Suite of Open, Multi-platform Web
tools

Mississauga and Toronto, ON, Canada--April 15, 1997--EveryWare Development
Canada Corp. (ASE: EVY) and InContext Systems Inc. (TSE: INI) today
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.

About InContext

InContext is the leading supplier of diagnostic, analytical and
visualization software for building and maintaining World-Wide Web
Internet, Intranet and Extranet applications. InContext is one of a handful
of companies worldwide to deliver commercial products based on the
international standard SGML language, of which HTML, the language of the
World Wide Web, is a simplified variant. InContext Systems Inc. trades
under the symbol "INI" on the Toronto Stock Exchange.

About EveryWare

EveryWare is a market leader in providing innovative cross-platform
development tools for creating dynamic Web-based applications. The company
supports multiple operating environments, including Windows NT/95, UNIX,
and Mac OS. EveryWare Development Canada Corp. trades under the stock
symbol "EVY" on the Alberta Stock Exchange.

# # #

Inquiries should be directed to David Hackett at EveryWare, 905-819-1173
ext. 261, or through e-mail at dhackett@everyware.com or to Dr. Robert Arn
at InContext, at 416-922-0087 ext.137, or through e-mail at
robert@incontext.com.

EveryWare, the EveryWare logo, Tango Enterprise, Tango Merchant, and Bolero
are trademarks of EveryWare Development Corp. InContext, the InContext
logo, InContext WebAnalyzer, InContext Flashsite, and InContext SiteCommand
are trademarks of InContext Corporation. Other product and corporate names
may be trademarks or registered trademarks of other companies, and are used
only for explanation and to the owners' benefit, without intent to
infringe.

The Alberta Stock Exchange has neither approved nor disapproved the
information contained herein.

 

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