Going to the Highest Bidder

Bid.Com to acquire ADB Systemer

Toronto  December 6, 2001 Solution provider Bid.Com International Inc. and software supplier ADB Systemer ASA have been very busy lately.

Bid.Com announced that it has launched a bid to acquire ADB Systemer. The acquisition will involve an exchange of cash and stock worth approximately $13 million (CDN). Also pending shareholder approval and completion of the acquisition, Bid.Com will rename itself ADB Systems International.

Headquartered in Sola, Norway, ADB's customers include BP, Halliburton Co., Paramount Resources and Encal Energy. The bid has the support of ADB's board of directors, senior management and shareholders holding approximately 65 percent of ADB's outstanding shares. Bid.Com held a special meeting of its shareholders on October 10 to request approval to acquire ADB, rename the company to ADB Systems International, and consolidate the company's shares on the basis of one consolidated share for each two shares currently outstanding.

It seems as though Bid.Com's move to acquire ADB Systems comes at a good time, since, according to the Gartner Group, the market for asset management technology is expected to be $1.3 billion by 2002. Despite a sluggish economy, we continue to take an aggressive approach to meaningful global growth. We believe this acquisition will be extremely beneficial for our company in many ways, including improvement in our technology and management depth, said Jeff Lymburner, president and CEO, Bid.Com International Inc.

Listed by Gartner Group as one of twelve leading global providers of enterprise asset management (EAM) software applications, ADB has developed a particular expertise in the oil and gas sector.

Under the terms of the agreement, each share of ADB will be converted into $0.17 (CDN) in cash and 1.736 common shares of Bid.Com, for a total consideration of $2.2 million in cash and 22.1 million newly issued common shares. In addition, each of the approximately 1.6 million outstanding warrants and options to acquire shares of ADB will be exercisable for shares of Bid.Com. In concert with the acquisition, Bid.Com has undertaken a number of measures to improve its financial position and significantly curtail spending across all major areas, such as reducing its workforce by approximately 30 percent.

Following the acquisition, Mark Wallace, currently chief operating officer, will assume the role of President.

Jan Pedersen, CEO of ADB and the company's largest shareholder, will join Bid.Com's management team as president of European operations. Jeff Lymburner will continue to serve as CEO.

In addition, Martin Bekkeheien, a senior executive with Statoil, one of the world's largest oil and gas companies, and John Reynolds, a principal of one of ADB's largest shareholders, venture capital firm Lime Rock Partners, will join Bid.Com's Board of Directors.

The acquisition, name change, share consolidation and related matters have been approved by Bid.Com's Board of Directors and are subject to shareholder and regulatory approvals.

Mr. Lymburner concluded: This acquisition places us on an exciting new threshold. From virtually every perspective, the new entity will be stronger, more focused and better positioned to serve a worldwide customer base.