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Thales Group (Paris Bourse: TCFP) and NICE Systems (Nasdaq: NICE) jointly announced today they have signed a definitive agreement providing for NICE, a worldwide leader in multimedia recording solutions, applications and related professional services, to acquire the assets of Thales Contact Solutions, a leading developer of customer-facing technology for Public Safety, Wholesale Trading and Call Centers. Headquartered in Southampton, England, Thales Contact Solutions is a unit of the Information Technology & Services business area within the $10.3 billion (10.3 billion euros) Thales Group, one of Europe's premier electronics companies.


"As other companies in our industry wait for IT spending to improve, we prefer to capture the first-mover advantage and start making things happen," said Haim Shani, president and chief executive officer of NICE Systems. "Thales Contact Solution is an excellent strategic fit with complementary attributes in technology, products, domain expertise, management, geographic focus, and channel partners. Since there is very little overlap between the two companies' operations, the integration challenges will be quite manageable and we expect this combination to quickly generate significant benefits for customers, partners, shareholders, and employees."


The transaction, which has been approved by the boards of both NICE and Thales Group, is expected to close in the fourth quarter of 2002, subject to regulatory approvals and customary closing conditions.


Commenting on the announcement, John Hughes, Executive Vice President and COO of Thales Group, responsible for the IT&S business area, said, "This transaction enables us to increase our focus on our core operations while continuing to participate in the potential of the business through our equity position in NICE shares. We are excited about this transaction as it capitalizes on the strengths of both companies and creates a clear leader in the marketplace."


The acquisition of Thales Contact Solutions complements both of NICE's core businesses and creates the preeminent global multimedia recording and enhanced applications company. NICE will add Thales Contact Solutions' operations serving contact centers and trading floors to its CEM (Customer Experience Management) division. Based on trailing 12-month pro forma figures, this division would be a $154 million annual revenue business and, with the addition of Thales Contact Solution's public safety business, NICE's Security Group would become a $63 million annual revenue business. (These figures were calculated using US GAAP for NICE and international accounting standards for Thales Contact Solutions.) The transaction is expected to be accretive to NICE's per share earnings for 2003.


Organization


Thales Contact Solutions has a total of 275 employees, 208 in Europe, 60 in North America, and 7 in other regions. The combined company initially will have 326 people in the North America, 232 in Europe, 528 in Israel, and 19 in other offices around the world. Mr. Jim Park, managing director of Thales Contact Solutions, will head NICE's CEM division, which will benefit from his strong background in contact centers.


"Together these two organizations will create a global company in every sense of the word - with unparalleled depth of experience in each business segment in all geographies, the most extensive product line in the market, and the strongest professional services organization. Looking toward the future, we will have the strongest R&D team and the most flexible platform for creating valued added applications, with the most extensive network of worldwide channel partners to bring them to market," said Mr. Park.


Transaction Terms


The purchase price is comprised of $30 million in cash at closing plus 2,187,500 ordinary shares of NICE Systems. Based on the closing price of NICE shares on the Nasdaq Stock Market on July 30, 2002, the value of the transaction is $55 million. The agreement also provides for additional contingent cash payments of up to $10 million in 2003, $7.5 million in 2004, and $7.5 million in 2005 if certain financial performance criteria are met as part of a three-year earn-out provision covering 2002 through 2004.


About Thales Group


Thales is one of the world's premier electronics companies and a leader in three areas of professional electronics: Aerospace, Defense, and Information Technology and Services. Thales generated revenues of 10.3 billion euros in 2001, with international markets accounting for 75% of the total. The Thales Group has 65,000 employees in 50 countries worldwide.


About Thales Contact Solutions


Thales Contact Solutions is a global market-leading developer of customer facing technology for Public Safety, Wholesale Trading and Call Centers. The company specializes in the application of advanced software, hardware, and services to help organizations maximize their customer relationships, enhance the performance of their organizations, and optimize their telephone transactions. Thales Contact Solutions has a 50 year track record and the largest market penetration in its sector with customers including international telcos, insurers, banks and airlines. It has a direct presence in the United Kingdom, the United States, Germany, the Netherlands and France with affiliates in Asia/Pacific and the Middle East.


About NICE


NICE Systems (NASDAQ: NICE) headquartered in Ra'anana, Israel, is a worldwide leader of multimedia digital recording solutions, applications and related professional services for business interaction management. NICE products and solutions are used in contact centers, trading floors, air traffic control (ATC) sites, CCTV (closed circuit television) security installations and government markets.


NICE's synergistic technology platform enables customers to capture, evaluate and analyze business interactions in order to improve business processes and gain competitive advantage.


NICE's subsidiaries and local offices are based in the United States, Canada, Germany, United Kingdom, France and Hong Kong. The company operates in more than 100 countries through a network of partners and distributors. NICE's worldwide clients include: ABN Amro, Bank of England, Boston Communications, Charles Schwab, Deutsche Bank, Dresdner Bank, US Federal Aviation Administration, Farmers Insurance, Hong Kong Airport, Japan Ministry of Transport, MicroAge Teleservices, NAV Canada, Nokia, SNT Group, Software Spectrum and Sydney Airport.
Webcast/Teleconference Information


Notes for Editors:


Media contacts Thales:


Corporate Communications
Verena Adt
+33 1 53 77 87 26
Verena.adt@thalesgroup.com


Simone Droll
Director, Communications IT&S
+33 1 53 77 80 32
Simone.droll@thalesgroup.com


Media contacts NICE:


Rhona Blotman
+972 9 775 3030
rhona.blotman@nice.com


Lior Arussy
+1 201 220-9560
lior.arussy@nice.com

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