HDX Completes Acquisition of Posera Inc.

TORONTO, May 5 /CNW/ - Hosted Data Transaction Solutions Inc. ("HDX" or the "Corporation"), is pleased to announce the completion of its acquisition of all the issued and outstanding shares of Posera Inc. ("Posera").

"We are very pleased to have completed the transaction with Posera." said Paul Howell, CEO of HDX. "The Posera team and product offerings are market leaders and the combined company will be a significant entity in the restaurant technology industry in Canada, the United States, and around the world."

The new company will be known as Posera-HDX and will be comprised of 135 team members based in Toronto, Montreal, Seattle, Glasgow (UK), Paris (France), Brantford, Mississauga, and London (Ontario).

Mr. Michel Cote has been named President of Posera-HDX effective immediately. Mr. Cote is a veteran of the restaurant software industry, was the Chief Operating Officer of Posera, and co-founded Posera in 1999. "I am extremely pleased about this transaction with HDX. It will allow the new entity to be able to offer more products and services to its existing and future customers. I look forward to working closely with the new management team and building a stronger company focused on the hospitality industry" said Michel Cote.

"Michel brings a wealth of industry knowledge, excellent leadership qualities, dedication, and integrity to the position of President and I look forward to working with Michel and the rest of the Posera team." said Howell.

Mr. Jim Gillis, former president of Posera, will play an integral role in the new company and has been named Director of the Reseller Channel for the Americas. Howell said "Over many years Jim has developed strong relationships with high quality resellers throughout the Americas and we are very happy to have him on board to ensure we offer consistency and maintain our focus on the reseller channel".

The total purchase price paid was $10.6 million which included the assumption of outstanding Posera debt at closing.

In addition to a cash payment of approximately $3.5 million at closing and the assumption of outstanding Posera debt, the purchase price was paid by (i) the issuance of convertible debentures in the principal amount of U.S.$1.96 million, which are convertible into common shares of the Corporation ("Common Shares") for a period of two years at CDN.$0.645 per share (the "Convertible Debentures"); and (ii) the issuance of 2,319,494 Common Shares. Upon determination of any working capital adjustment to the purchase price (which is to be determined within 60 days of Closing) the Corporation expects to issue approximately 2,590,000 additional Common Shares. The transaction also includes the issuance of options to acquire approximately 2.0 million Common Shares (the "Rollover Options") in exchange for currently outstanding options to acquire shares of Posera Inc. The Rollover Options have an exercise price of $0.125 per Common Share (such price adjusts depending on the final purchase price in the Posera Acquisition). The Rollover Options expire in August 2011.

About Posera:

As previously announced, Posera Inc. is a private Seattle, Washington based company that develops, deploys, and supports a restaurant point-of-sale software know as "Maitre'D" which has been deployed in over 20,000 locations worldwide in eight different languages. Posera sells and services its clients directly, as well as through a network of approximately 140 value added reseller partners in 25 countries with approximately 1,100 representatives selling, supporting & installing its software. Posera's customers include Quick, O'Brien's, St-Hubert, Pita Pit, Popeye's, Dunkin' Donuts, Pizza Delight, Baton Rouge, Scores, Hooters, Casey's, Supermac's, HDOS, KPC, Extreme Pita, Pizza Hut, among many others.

The Maitre'D software suite includes functionality relating to customer order management, table management, funds transfers, inventory management and purchasing as well as a number of additional functions. Maitre'D's table service systems support both workstation and handheld devices.

Posera has focused on distributing software to table service restaurants and quick service restaurants on an international basis while HDX has focused on the Canadian quick service restaurant sector. Posera's merchant clientele is approximately based 55% in the USA, 20% in Canada, 10% in the UK, 5% in Europe and 10% in the rest of the world. This market penetration is complimentary to HDX's merchant base which is largely Canadian. The combined global scope of the combined companies is expected to provide Posera-HDX a strong advantage when bidding on new business and is expected to enhance client relationships where the companies currently provide point of sale solutions, business control systems, business intelligence tools and closed loop consumer payment systems. The Posera transaction provides HDX with technology, relationships, and revenue that is designed to facilitate further growth through acquisition.

Posera employs approximately 70 people in offices in Seattle, Montreal, Glasgow (U.K.) and Paris (France). Approximately 25% of its workforce is engaged in research & development and quality assurance.

HDX Post-Transaction:

On a pro-forma basis, assuming HDX and Posera had merged already, based on each of their most recently completed fiscal year-ends, the combined entity would have had revenue of approximately $17.6 million and breakeven EBITDA.

Cautionary Note Regarding Forward-Looking Statements:

This press release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with our business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to the Corporation or its management. The forward-looking statements are not historical facts, but reflect HDX's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks and Uncertainties" in the Annual Information Form filed on March 31, 2010 with the regulatory authorities. HDX assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless required by security regulation.

About HDX:

HDX is a leading provider of point-of-sale software, services and hardware to the restaurant sector in North America. Through the deployment of its proprietary software and national customer service support network, HDX is committed to providing innovation, quality products and superior service to its restaurant customers.

Additional information related to the Corporation can be found on SEDAR at www.sedar.com.

For further information: Paul Howell, CEO, Hosted Data Transaction Solutions Inc., Phone: [phone], extension 2263, Email: [email protected]