Daou Systems, Inc., to be Acquired by Proxicom, Inc. Deal to Fuel Future Growth for Healthcare IT Consulting Firm



    EXTON, Pa., Aug. 11 /PRNewswire-FirstCall/ -- Daou Systems, Inc.
 (OTC Bulletin Board:   DAOU) and Proxicom, Inc. (Proxicom), a portfolio company
 of Gores Technology Group, LLC (Gores), announced today that they have reached
 a definitive agreement for the acquisition by Proxicom of all of the capital
 stock of Daou.
     The transaction has an aggregate value of approximately $21.6 million,
 less applicable transaction related expenses. Subject to certain potential
 pre-closing balance sheet adjustments, each outstanding share of Daou common
 stock will receive cash equal to approximately $0.305 per share.  The holders
 of Daou's Series A-1 Preferred Stock will receive an aggregate of $12.2
 million in cash.
     The consummation of the transaction is subject to the approval of Daou's
 stockholders, a floor price of $.27 for each share of common stock and other
 customary conditions. The transaction is expected to close early in the fourth
 quarter of 2005.
     "It's good news for our stockholders, employees, customers and business
 partners. The acquisition will allow us to stabilize our core businesses and
 improve their growth rates and operational profitability," stated Vincent
 Roach, CEO, Daou Systems, Inc.
     "Daou has an incredibly loyal customer base and expert consulting staff.
 Balanced with the depth and breadth of management expertise that Gores and
 Proxicom offer, we believe that Daou will become a much stronger company in
 the IT professional services sector, augmented by custom application software
 development expertise already in our portfolio through Proxicom," stated Mark
 Stone, President of Gores Operations Group. "Gores and Proxicom will combine
 our experience in the health care IT marketplace to help accelerate the
 achievement of outcomes that will greatly benefit Daou's customers."
     Daou will remain a separate company known as Daou Systems, Inc., but will
 become a wholly-owned subsidiary of Proxicom.
 
     NOTICE TO INVESTORS
     This press release is not a solicitation of a proxy from Daou's
 stockholders.  In connection with the merger, Daou will be filing a proxy
 statement and other relevant documents concerning the transaction with the
 Securities and Exchange Commission (SEC). BEFORE MAKING ANY DECISION REGARDING
 THE MERGER, STOCKHOLDERS OF DAOU ARE URGED TO READ THE PROXY STATEMENT AND ANY
 OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
 THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement will be sent to
 all of Daou's stockholders free of charge. In addition, documents filed with
 the SEC will be available at no charge on the SEC's website at
 http://www.sec.gov. Daou and its executive officers and directors may, under
 SEC rules, be deemed to be participants in the solicitation of proxies from
 stockholders of Daou in connection with the transaction. Certain information
 about such individuals (including their ownership of shares of Daou common
 stock and preferred stock) is set forth in Daou's Annual Report on Form 10-K/A
 for the fiscal year ended December 31, 2004, available free of charge on the
 SEC's web site indicated above. Information about such individuals, their
 interests in the solicitation with respect to the transaction in particular
 (including change-in-control payments) will be more specifically set forth in
 the proxy statement concerning the transaction that will be filed with the
 SEC.
 
     About Daou
     Daou Systems, Inc. (OTC Bulletin Board:   DAOU) provides expert consulting
 and management services to healthcare organizations in the design, deployment
 and support of IT infrastructure and application systems. Daou's business
 focus is in three markets, 1) payers of health care services in the commercial
 markets; 2) providers of clinical services (hospitals and hospital systems);
 and 3) government healthcare organizations. Daou offers services that include
 application implementation and support, management and technology related
 business consulting, wireless and wired infrastructure, mobile health and
 network services, application development and integration, and web-based
 portal solutions. Daou has provided services to more than 1,600 healthcare
 organizations, including leading private and public hospitals, managed care
 organizations on both the payer and provider sides of the market, as well as
 integrated healthcare delivery networks and some of the nation's largest
 government healthcare entities. Daou Systems, Inc. is a publicly traded
 company listed on the OTC Bulletin Board under the stock symbol DAOU.
 (http://www.daou.com)
 
     About Proxicom
     Proxicom, Inc., an internationally recognized Internet consulting firm,
 delivers custom-tailored web applications, industry-specific solutions, and
 system integration services to Global 1000 organizations. Through the
 experience and ongoing passion of its talented professionals, Proxicom
 provides specialized technology development expertise across a number of
 select industry groups including: Automotive, Healthcare, and Financial
 Services. Founded in 1991 as a systems integrator, Proxicom, an affiliate of
 Gores Technology Group, LLC, has developed and built web solutions for such
 blue-chip companies as ExxonMobil, Chevron, Dupont, Mazda North American
 Operations, GMAC and Toyota Motor Sales, among many others. Headquartered in
 Reston, VA, Proxicom also has offices in New York, Los Angeles, Irvine and San
 Francisco.  (http://www.proxicom.com)
 
     About Gores Technology Group, LLC
     Gores Technology Group, LLC ("Gores") is a private investment firm focused
 on the technology and telecommunications sectors. Since 1987, Gores has
 amassed an enviable track record of successful investments within these
 sectors. The firm combines the seasoned M & A team of a traditional financial
 buyer with the operational expertise and detailed due diligence capabilities
 of a strategic buyer. Gores has a long standing record of creating sustainable
 value in its portfolio companies by focusing on customers and employees,
 supporting management with operational expertise and providing the capital
 required for growth. Headquartered in Los Angeles, California, Gores maintains
 offices in Boulder, Colorado; London; and Zurich. (http://www.gores.com)
 
     "Safe Harbor" Statement under Private Securities Litigation Reform Act of
 1995
     Statements about the expected effects on Proxicom and Daou as a result of
 the acquisition of Daou by Proxicom, statements about the expected timing and
 scope of the acquisition, and all other statements in this release other than
 historical facts are forward-looking statements. Forward-looking statements
 include information about possible or assumed future financial results and
 usually contain words such as "believes," "intends," "expects," "anticipates,"
 or similar expressions. These statements are subject to risks and
 uncertainties that may change at any time, and, therefore, actual results may
 differ materially from expected results due to a variety of factors, including
 but not limited to, the satisfaction of the conditions to closing of the
 acquisition, Proxicom's ability to realize the expected benefits of the
 acquisition of Daou, as well as the additional factors discussed in Daou's
 annual report on Form 10-K and 10-K/A for the year ended December 31, 2004 and
 Daou's quarterly report on Form 10-Q for the quarter ended March 31, 2005.
 
 

SOURCE Daou Systems, Inc.

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