[NPL] Pervasive to Acquire EveryWare Development
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[NPL] Pervasive to Acquire EveryWare Development

EveryWare Development to be acquired by Pervasive Software

Pervasive Software Offers to Purchase Award-winning Internet Technology for
New Generation of Zero-administration, Web-enabled Data Management
Solutions

Mississauga, Ontario--October 1, 1998--EveryWare Development Inc. (ASE:
EVE), the leading developer of cross-platform software for the construction
and analysis of dynamic Web applications, today announced that it has
signed a definitive support agreement with Pervasive Software Inc. (NASDAQ:
PVSW) of Austin, Texas. Pervasive has agreed to commence an offer to
purchase for cash all of the outstanding Common Shares of EveryWare
Development Inc. at a price of Canadian $1.20 per share. In addition,
Pervasive has entered into a Lock-Up Agreement with certain shareholders of
EveryWare, representing more than 50% of EveryWares outstanding shares.
Such shareholders have irrevocably agreed to tender their shares into the
Pervasive offer. If all the Common Shares are tendered into the offer, the
value of the offer is approximately $14,634,000. The total value of the
acquisition, including assumption of outstanding options and warrants, is
approximately $16,232,000.

This acquisition will ensure our customers and partners will continue to
be provided with award winning, world-class technology in the future, said
Dan McKenzie, Chairman and COO of EveryWare Development Inc. Pervasive
Software is a very strong company, they bring financial stability, a strong
reseller base, and a unique vision to EveryWare's products. I am confident
that this acquisition is a positive step forward for all involved and that
Pervasive will be very successful selling and marketing Tango and Bolero as
zero-administration, high performance, Web-enabled applications.

Delivers Easy, Zero-Administration Internet Solutions Pervasive will
continue to sell and support all of EveryWares software solutions, which
include Tango, a rapid development environment for creating dynamic
Web-based business applications, and Bolero, a real-time Internet decision
support system that monitors and analyzes Web-site traffic. The combination
of EveryWare's easy-to-use Web-based products and Pervasive's
zero-administration embedded database provides significant synergies for
EveryWare's current customers and Pervasive's reseller channel. Pervasive
is now poised to deliver a new suite of rapid development and zero
administration tools for packaged Internet applications.

We currently use both EveryWares Tango and Pervasives databases in our
products said Terry Hui, CEO of Multiactive Software Inc., the makers of
Maximizer. Combining EveryWares products with Pervasives
zero-administration database features will allow us to further extend our
Internet capabilities while leveraging our business and reseller models.

The Offer
The offer to purchase EveryWare Common Shares is conditional upon, among
other things, at least 66 2/3% of the then outstanding Common Shares being
tendered. The Board of Directors of EveryWare has unanimously approved the
offer and recommends that shareholders tender their Common Shares into the
offer. In addition, EveryWare has agreed not to solicit, encourage or
recommend any other offer for its shares.

An offering circular containing details of the offer is expected to be
mailed to all registered holders of Common Shares on or before October 10,
1998. A notice relating to the offer will also be published in the
financial press. The offer is expected to expire at 12:00 midnight (local
time) on the 21st day following the date of the offer, unless extended.

About EveryWare Development Inc.
EveryWare Development Inc. is the leading developer of cross-platform
software for the construction and analysis of dynamic Web applications. The
company supports multiple operating environments, including Microsoft
Windows NT/95, Sun Solaris, IBM AIX, and Apple MAC OS. EveryWare has two
key products: Tango Enterprise, a Web application development environment
that includes the Tango Enterprise Development Studio and Tango Enterprise
Application Server; and Bolero, a real-time enterprise Web site tracking
and analysis application. Visit our Web site at http://www.everyware.com.
For more information on EveryWare or any of EveryWares products, call
888-819-2500 or 905-819-1173, or email us at info@everyware.com

About Pervasive
Pervasive Software Inc. is a leading provider of zero-administration
embedded database software for the cost-effective deployment and support of
packaged client/server, Web enabled and occasionally connected
applications. With the inclusion of EveryWares products, Pervasive expects
to become a leading provider of zero-administration, Web-enabled data
management solutions. Pervasive.SQL, the companys zero-administration
database, is embedded in thousands of leading client/software solutions
worldwide. More than 10,000 value-added resellers (VARs) and independent
software vendors (ISVs) build packaged applications on Pervasive solutions
for environments with little or no IT support. The companys channel-driven
approach to selling, marketing, and supporting its products caters to the
specific needs of ISVs, VARs, in-house development organizations and the no
IT infrastructure business environments they serve.

Headquartered in Austin, Texas, Pervasive Software offers worldwide
distribution, with offices in Frankfurt, Paris, London, Brussels, Dublin,
Tokyo, and Hong Kong. For more information on Pervasive call (800) 287-4383
or (512) 794-1719, visit us at www.pervasive.com, or email
info@pervasive.com.

Financial Contact:
David Hackett
Chief Financial Officer
(905) 819-1173 x261
dhackett@everyware.com

Press Contact:
Jeff Hendry
(905)819-1173 ext.262
jhendry@everyware.com

 

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