Amdocs has Signed a Definitive Agreement to Acquire Bridgewater Systems, a Publicly Held Provider of Policy Management and Network Control Solutions

By Amdocs, PRNE
Thursday, June 16, 2011

ST LOUIS, June 17, 2011 -

Acquisition aimed
at allowing service providers to realize new value-based data
monetization strategies to capitalize on the data explosion and
deliver a personalized data experience

Amdocs (NYSE: DOX), the leading provider of customer experience
systems, today announced it has entered into a definitive agreement
to acquire all of Bridgewater Systems’ (TSX: BWC) (”Bridgewater”)
outstanding common shares for CAD$8.20 per share in cash pursuant
to a plan of arrangement that is subject to Bridgewater’s
shareholder approval and customary closing conditions, including
certain regulatory approvals. The transaction is valued at
approximately CAD$211 million, or CAD$128 million net of
Bridgewater’s cash as of March 31, 2011.  The Boards of
Directors of Bridgewater and Amdocs have each unanimously approved
the transaction which, subject to the satisfaction of the
conditions to the plan, is expected to be completed within 90

With the acquisition of Bridgewater, a provider of policy,
subscriber management and network control solutions for mobile and
convergent service providers, Amdocs expects to further expand its
Customer Experience Systems (CES) portfolio with sophisticated data
experience management capabilities.

This acquisition is aimed at enabling service providers to
support virtually any pricing strategy for data services, based on
the combination of advanced customer models coupled with network
level information.  Bridgewater’s solutions combined with
Amdocs’ industry leading convergent charging technology would
provide a holistic view of the customer hierarchy across multiple
devices, lines of business, and networks.   This would enable
service providers to completely redefine the real-time data
experience and their approach to monetizing and optimizing data
services.  It would also increase service providers’
competitive differentiation, allowing them to improve the
experience of their customers and maximize return on

Service providers are faced with an evolution from unlimited
data plans to personalized value-based pricing and charging.
 This acquisition would allow Amdocs to support a wide variety
of such use cases.  For example, a family could share a
single, consolidated plan across their iPhone (on a 3G network),
iPad (on a 4G network), and home broadband connection, all at
preferred bandwidth speeds.

Unlike traditional point-based solutions, Amdocs would combine
its proven turbo-charging technology with network level
information.  This would bridge the gap between BSS and the
network, resulting in a complete and holistic solution and enabling
service providers to deliver an optimized, quality-based, real time
customer experience across all devices, services and networks.

“This acquisition would build on Amdocs’ leadership in
delivering innovative solutions that change market paradigms.
 It is a continuation of our strategy to support service
providers as they seek to  transform their businesses in
anticipation of new market opportunities like 4G and
machine-to-machine, and in response to clear threats, such as the
data explosion,” said Amdocs Group President, Brian Shepherd.

“As the market leader in customer experience systems, Amdocs has
an excellent reputation for delivering tangible value to service
providers worldwide,” said Ed Ogonek, President and CEO,
Bridgewater.  ”The combination of Bridgewater’s policy and
subscriber data management portfolio with Amdocs CES portfolio will
create a unique offering that would further extend Amdocs industry
leadership, and deliver innovative solutions for service providers
as they seek to transform their networks, improve customer loyalty
and monetize their data services.”

In addition to product and solution synergies, Amdocs and
Bridgewater share numerous top tier customers, including Bell
Mobility, Sprint and Telstra.

The definitive agreement prohibits Bridgewater from soliciting
alternative transactions and provides for the payment of a
termination fee in certain circumstances.  

Amdocs does not expect a material impact from the acquisition of
Bridgewater, if completed, on fiscal year 2011 or fiscal year 2012
non-GAAP earnings per share, which excludes acquisition related
costs and equity-based compensation expense, net of related tax
effects.  The impact on GAAP results will not be known until
after Amdocs completes the purchase price accounting for the
acquisition. Amdocs may incur acquisition-related expense in fiscal
years 2011 and 2012 to account for certain costs related to the

Several key shareholders, which collectively hold approximately
29.7% in the aggregate of the outstanding common shares of
Bridgewater, as well as the directors and senior officers of
Bridgewater, representing approximately an additional 5.6% in the
aggregate of the issued and outstanding common shares of
Bridgewater, have entered into support agreements under which they
have agreed to vote in favor of the arrangement.

About Amdocs

Amdocs is the market leader in customer experience systems
innovation. The company combines business and operational support
systems, service delivery platforms, proven services and deep
industry expertise to enable service providers and their customers
to do more in the connected world. Amdocs’ offerings help service
providers explore new business models, differentiate through
personalized customer experiences and streamline operations. A
global company with revenue of approximately $3.0 billion in fiscal
2010, Amdocs has over 19,000 employees and serves customers in more
than 60 countries worldwide. For more information, visit Amdocs at

About Bridgewater Systems

Bridgewater Systems, the leader in intelligent broadband
controls, provides pre-integrated solutions for mobile and
converged operators to transform their networks, optimize mobile
data growth, and innovate with new services. The Bridgewater
Systems portfolio of carrier-grade products includes Service
Controller (AAA), Policy Controller (PCRF) and Home Subscriber
Server (HSS), anchored by a common identity and device management
system. More than 150 leading service providers worldwide leverage
Bridgewater Systems to create and deliver profitable services to
consumer, enterprise, cloud and machine markets. For more
information, visit Bridgewater Systems at href="">

Forward-Looking Statements

This press release includes
information that constitutes forward-looking statements made
pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995, including statements about the
expected timing of the completion of the transaction, statements
about the ability to complete the transaction considering the
various closing conditions, statements about Amdocs’ growth and
business results in future quarters, statements of expectation or
belief, and any statements of assumptions underlying any of the
foregoing. Although we believe the expectations reflected in such
forward-looking statements are based upon reasonable assumptions,
we can give no assurance that our expectations will be obtained or
that any deviations will not be material. Such statements involve
risks and uncertainties that may cause future results to differ
from those anticipated. These risks include, but are not limited
to, uncertainties as to how many Bridgewater Systems shareholders
will vote in favor of the transaction, the risk that competing
offers will be made, the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction, the
effects of disruption from the transaction making it more difficult
to maintain relationships with employees, licensees, other business
partners or governmental entities, other business effects,
including the effects of industry, economic or political conditions
outside of Amdocs’ or Bridgewater Systems’ control, transaction
costs, actual or contingent liabilities, other risks and
uncertainties discussed in documents filed with the U.S. Securities
and Exchange Commission by Amdocs. Amdocs may elect to update these
forward-looking statements at some point in the future, however the
Company specifically disclaims any obligation to do so. These and
other risks are discussed at greater length in Amdocs’ filings with
the U.S. Securities and Exchange Commission, including in its
Annual Report on Form 20-F for the fiscal year ended September 30,
, filed on December 7, 2010 and its quarterly Forms 6-K
furnished on February 8 and May 11, 2011.


CONTACT: Michael Zema, Weber Shandwick for Amdocs,

Michael Zema, Weber Shandwick for Amdocs, +1-212-445-8181, mzema at

will not be displayed