Under the agreement, NICE would acquire FAST for approximately $21 million in cash at closing, with potential earnouts based on performance milestones amounting to a maximum of $12 million payable over the next three years. The transaction is subject to the satisfaction of customary closing conditions and is anticipated to close in early 2006. With this transaction, the company is strengthening its position in the video security market with a full suite of smart IP-based solutions and technologies that are complementary to NICE’s digital video offering. NICE will also be extending its presence in the digital video security market by increasing its footprint in Europe and APAC with significant distribution channels and partners, which present synergies with NICE’s current distribution structure. NICE is providing the following preliminary guidance for 2006, incorporating the expected results of the FAST acquisition. This outlook is likely to change as the integration of FAST proceeds and the acquisition accounting is finalized. The acquisition of FAST is expected to add $10 million to NICE’s top-line in 2006, increasing the company’s revenues guidance to $365 – $373 million. During the first year the company expects the acquisition to be EPS neutral and therefore reiterates previous guidance for pro-forma EPS to be in the range of $2.05 – 2.15 per diluted share. “With the acquisition of FAST, we are continuing the positive momentum of our strategy for external growth that complements our organic growth,” said Haim Shani, Chief Executive Officer of NICE. “This transaction is the next logical step after the recent success of the Dictaphone CRS integration. It strengthens our public and security business by enhancing our offering to the digital video security market.” Mr. Shani continued, “We are looking forward to working together with FAST’s top-notch channel partners and engaging the prestigious customer base. We are also very happy to be adding to our team a group of very talented engineers. Based on our proven track record we expect this transaction to provide fast and measurable results.”