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Bridgeline Digital Enters Asset Purchase Agreement with Stantive Technologies Group, Owner of OrchestraCMS

BURLINGTON, Mass., Feb. 19, 2019 (GLOBE NEWSWIRE) -- Bridgeline Digital, Inc. (BLIN), a provider of cloud-based Web Content Management, eCommerce and Marketing Automation software, announced today its intention to acquire certain assets of Stantive Technologies Group (Stantive), a provider of OrchestraCMS, the only digital experience platform 100% natively integrated with Salesforce.

Bridgeline has entered into an Asset Purchase Agreement with Stantive that provides for the acquisition by the Company of certain assets including all intellectual property and customer contracts of Stantive for approximately $5 million in cash and assumption of $400,000 of related liabilities.  The proposed acquisition of Stantive’s assets is the result of a bid process conducted under the Bankruptcy and Insolvency Act (Canada) in the Ontario Superior Court of Justice in Bankruptcy and Insolvency located in Toronto, Ontario (the Bankruptcy Court).  In connection with the proposed acquisition, Bridgeline made a non-refundable deposit of approximately $500,000.  Subject to obtaining necessary financing and approval by the Bankruptcy Court, the Company currently expects to complete the transaction on March 1, 2019.

Stantive, headquartered in Kingston, Ontario, provides its OrchestraCMS software in a native Salesforce.com content management platform with customers generating monthly recurring revenue (MRR) from subscription contracts of approximately $300,0001 .

This proposed asset purchase would be Bridgeline’s second strategic acquisition in 2019.  Earlier this year Bridgeline executed an Asset Purchase Agreement with SeeVolution, Inc. that included the acquisition of its Celebros Search products, which generates approximately $100,000 of MRR2.

The anticipated acquisition of Stantive’s assets is intended to continue the expansion of Bridgeline’s Unbound product suite to provide the complementary Stantive Portal/Intranet as a way to offer differentiation and to better serve the Company’s customers. With the addition of OrchestraCMS, Bridgeline will have technology based on native integration to Salesforce that allows its customers to access the CRM’s infrastructure, security model, data, apps, workflow and other processes including the Salesforce cloud’s governance and compliance capabilities.  OrchestraCMS’ rich set of APIs should also increase Bridgeline Unbound’s ability to develop custom solutions, access seamless third-party integrations and deliver complex digital transformation initiatives – all with the added benefit of being directly built on the Salesforce platform.

“Combining Bridgeline, Stantive and SeeVolution would create a platform with a broad product suite that includes unique portal, eCommerce, and AI capabilities that brings innovative offerings to our customers and differentiates us from other businesses in our market,” said Ari Kahn, CEO of Bridgeline Digital.

Additional Information About the Proposed Transaction and Where to Find it

The transaction contemplated by the Asset Purchase Agreement with Stantive is subject to a number of customary conditions, including the completion of due diligence, the performance of each party’s obligations under the Asset Purchase Agreement and the Bankruptcy Court’s authorization and approval of the Asset Purchase Agreement. The Company intends to finance the acquisition of the assets from Stantive through the issuance of debt and/or equity securities. No assurances can be provided that the Bankruptcy Court will approve the acquisition, or that the Company will be successful in its attempts to secure sufficient capital to consummate the acquisition of the assets.

This release is being made in respect of the proposed transaction involving the Company and Stantive pursuant to the terms of an Asset Purchase Agreement by and among the Company and Stantive. In connection with the proposed transaction, the Company has filed a Current Report on Form 8-K on February 19, 2019 with the SEC which included a copy of the Asset Purchase Agreement and Investor Presentation as Exhibits thereto.  Additionally, the Company will post a copy of the Current Report on Form 8-K on the Company’s website located at https://www.bridgeline.com/about/investor-relations. Copies of the documents filed with the SEC by Bridgeline will be available free of charge at the SEC’s website at www.sec.gov.

About Stantive Technologies Group

Stantive Technologies Group is a Salesforce Platinum Innovation Partner and is revolutionizing the content management industry. Stantive’s OrchestraCMS is the only content and digital experience platform (DXP) built 100% native on the world’s leading customer success platform — Salesforce. OrchestraCMS helps Salesforce customers create compelling digital experiences for their customers, partners, and employees; uniquely combining content with business data, processes, and applications across any digital channel or device including Salesforce Communities, social media, portals, intranets, websites, applications and services. Stantive customers are supported by a robust ecosystem of certified OrchestraCMS partners. OrchestraCMS also has a rich set of APIs to enable development of custom solutions, third-party integrations and deliver digital transformation initiatives on the Salesforce platform helping customers drive deeper engagement and collaboration, increase efficiency and minimize risk.

About Bridgeline Digital

Bridgeline Digital, The Digital Engagement Company™, helps customers maximize the performance of their full digital experience from websites and intranets to eCommerce experiences. Bridgeline's Unbound platform is a Digital Experience Platform that deeply integrates Web Content Management, eCommerce, eMarketing, Social Media management, and Web Analytics with the goal of assisting marketers to deliver exceptional digital experiences that attract, engage, nurture and convert their customers across all channels. Headquartered in Burlington, Mass., Bridgeline has thousands of quality customers that range from small- and medium-sized organizations to Fortune 1000 companies. To learn more, please visit www.bridgeline.com or call (800) 603-9936.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us, all of which are subject to change.  Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," or similar expressions, and variations or negatives of these words, and includes statements regarding completing the transaction contemplated by the Asset Purchase Agreement with Stantive on March 1, 2019, the Company’s intention to finance the acquisition of the assets from Stantive through the issuance of debt and/or equity securities, the intent of the acquisition to continue the expansion of the Company’s Unbound product suite to provide the complementary Stantive Portal/Intranet as a way to offer differentiation and to better serve the Company’s customers and OrchestraCMS’ rich set of APIs increasing Bridgeline Unbound’s ability to develop custom solutions, access seamless third-party integrations and deliver complex digital transformation initiatives. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions, including, but not limited to, the approval of the acquisition of Stantive by the Bankruptcy Court;  the ability of the Company to raise equity or debt capital necessary to consummate the acquisition; the ability of the Company to consummate the acquisition by March 1, 2019; obtain required funding, the ability of OrchestraCMS’ set of APIs to increase Bridgeline Unbound’s ability to develop custom solutions, access seamless third-party integrations and deliver complex digital transformation initiatives; the impact of the weakness in the U.S. and international economies on our business; our inability to manage our future growth effectively or profitably, fluctuations in our revenue and quarterly results; our license renewal rate; the impact of competition and our ability to maintain margins or market share; the limited market for our common stock; the volatility of the market price of our common stock; the ability to maintain our listing on the NASDAQ Capital market; the ability to raise working capital; the performance of our products; our ability to respond to rapidly evolving technology and customer requirements; our ability to protect our proprietary technology; the security of our software; our dependence on our management team and key personnel; our ability to hire and retain future key personnel; or our ability to maintain an effective system of internal controls as well as other risks described in our filings with the Securities and Exchange Commission.  Any of such risks could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. We expressly disclaim any obligation to update any forward-looking statement.


Contact:

Carl Prizzi

Bridgeline Digital, Inc

EVP Products & Solutions

press@bridgeline.com  

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1 Actual MRR reported by Stantive is unaudited and may vary during the reported period, and such variances may be material. As a result, investors should not place undue reliance of the unaudited MRR reported by Stantive during the reported period.

2 Actual MRR reported by SeeVolution are unaudited and may vary during the reported period, and such variances may be material. As a result, investors should not place undue reliance of the unaudited MRR reported by SeeVolution during the reported period.