724 Solutions Inc. Acquires TANTAU Software Inc.

On January 17, 2001, 724 Solutions Inc. (724 Solutions), a Canadian Internet infrastructure software developer enabling clients to offer secure online banking, brokerage and e-commerce services across Internet-enabled wireless devices, completed its acquisition of Texas-based TANTAU Software Inc. (TANTAU) in an all-stock transaction, valued at approximately US$375 million. On completion of this transaction, 724 Solutions’ shareholders owned approximately 68 per cent of the combined company and TANTAU’s shareholders owned approximately 32 per cent.

Through this acquisition, 724 Solutions will be a premier worldwide provider of highly scalable infrastructure and application software enabling secure mobile transactions through Internet-enabled wireless and consumer electronics devices. TANTAU, with its established presence in Europe, significantly complements 724 Solutions’ strong customer base in North America, which includes BBVABancomer, Bank of America, Bank of Montreal, ClarityBank.com, Citigroup, Hanvit Bank, KeyCorp., Wachovia and Wells Fargo. The Company’s combined customers serve approximately 272 million consumers worldwide.

724 Solutions was represented by a team from Ogilvy Renault’s Toronto office, led by Brian Ludmer who was assisted by Nicole Sigouin, Susan Mann and Rowena Borenstein. 724 Solutions’ US counsel was Cravath, Swaine & Moore (Scott Barshay, assisted by Paul Zumbro and Rafiq Kalam Id-Din, II). In-house counsel for 724 Solutions included Chris Erickson, Richard Guttman, Sari Diamond, Victor Krichker and Jay Howard.

TANTAU was represented in Canada by Robert Nicholls and John Strahsman of Stikeman Elliott. Acting for TANTAU in the US was a team from Brobeck, Phleger & Harrison LLP led by S. Michael Dunn with assistance from Basil Mahmoud, Harlin Dean, Jr. and Jennifer Williams.