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DWVS News InComm Completes Acquisition of DataWave

WAYNE, N.J.--(BUSINESS WIRE)--DataWave Systems Inc. (OTCBB: DWVS), the leading provider of prepaid and stored-value delivery systems in Canada with operations in the United States, announced that InComm Holdings, Inc. has completed its acquisition of DataWave. Effective January 5, DataWave, which has become a wholly-owned subsidiary of InComm, has ceased to be a public company and its stock is no longer publicly traded.

Pursuant to the transaction, DataWave stockholders of record on January 5, 2007 will initially receive cash consideration in the amount of $0.585937623 per share. As disclosed on September 18 when the transaction was first announced, the full $36.0 million cash consideration payable to DataWave stockholders is subject to working capital adjustments and a $1.8 million indemnification hold back. Following the initial payment of the $0.585937623 per share cash consideration to stockholders, there will be additional cash distributions to the stockholders, subject to the finalization of the working capital adjustment and any claims against the indemnification hold back.

Promptly following the merger, Mellon Investor Services LLC, the exchange agent in the merger, will send to DataWave stockholders instructions regarding the procedure for tendering their stock certificates and for payment of the initial cash consideration.

For further information, DataWave shareholders are invited to contact Mellon Investor Services at 201-680-5285. For additional details about the transaction, DataWave stockholders may refer to the Proxy Statement dated November 3, 2006, which includes the Agreement and Plan of Merger as Annex A.

About InComm (www.incomm.com)

InComm is the industry leading marketer, distributor and technology innovator of stored value gift and prepaid products using its state-of-the-art point-of-sale transaction technology and payment solutions to revolutionize retail product sales and customer experiences. With more than $5 billion in retail sales transactions processed in 2006, InComm is the nation’s largest provider of gift cards, prepaid wireless products, financial debit cards, digital music downloads, content, games, software and bill payment solutions. InComm partners with consumer brand leaders around the world to provide more than 145,000 retail locations the products and services their customers demand. Since 1992, InComm's patented technology has made the buying process easier for consumers while streamlining the selling process for product and retail partners. To learn more about InComm, visit www.incomm.com or call 1.800.352.3084. InComm is headquartered in Atlanta with offices in Canada, Colorado, Texas, Florida, New Jersey, Puerto Rico and the United Kingdom.

About DataWave (www.datawave.com)

DataWave has been an innovator and developer of prepaid and stored-value programs and merchandising solutions since it was founded in 1994. DataWave pioneered systems that allow for point-of-sale activation of high value, high shrinkage products, such as cash cards, prepaid phone cards and prepaid wireless time. These systems work equally well over the Internet, through intelligent freestanding vending machines and POSA terminals, or with various card activation devices, including cash registers.

Additional Information about the Merger

In connection with the proposed merger of DataWave and InComm Holdings, DataWave has filed relevant materials with the SEC, including a proxy statement. STOCKHOLDERS OF DATAWAVE ARE URGED TO READ THESE MATERIALS FOR IMPORTANT INFORMATION ABOUT THE MERGER. The proxy statement and other relevant materials and any other documents filed by DataWave with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.

This press release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Words such as “expect”, “believe”, “anticipate”, “may”, “will”, “plan”, “intend”, “estimate”, “could”, and other similar expressions are intended to identify these forward-looking statements. Examples of forward-looking statements in this release include the expected additional cash distributions to DataWave stockholders. DataWave does not assure the future results or outcome of the matters described in forward-looking statements; rather, these statements merely reflect current expectations of the approximate outcomes of the matters discussed. These statements by DataWave are subject to certain risks, including, among others, the ability of the parties to perform their obligations under the merger agreement.

"DataWave" is a registered trademark of the Company. All other trademarks and trade names referred to are the property of their respective owners.