Epicor Software Corporation (NASDAQ: EPIC), a leading provider of
enterprise business software solutions for the midmarket and
divisions of Global 1000 companies, today announced that it has
entered into a definitive agreement to be acquired by funds advised
by Apax Partners, one of the world's leading private equity firms
with a strong heritage of technology investment.
Under the terms of the agreement, Apax will commence a tender
offer to acquire all of the outstanding common stock of Epicor for
$12.50 per share in cash, followed by a merger to acquire all
remaining outstanding Epicor shares at the same price paid in the
tender offer. The offer price represents a premium of 11.2% over
Friday's closing stock price, an 18.9% premium over the average
closing price for the previous 30 calendar days and a 34.4% premium
over the average closing price for the previous 52-week period. The
transaction is valued at approximately $976 million. Apax is
providing 100% of the equity financing for the acquisition.
Shareholders representing approximately 19% of Epicor's outstanding
shares have entered into support agreements with Apax in connection
with the transaction. In addition, Elliott Associates, which
beneficially owns approximately 13.5% of Epicor's outstanding
shares, has indicated that it supports the transaction.
Apax also announced today that it has entered into an agreement
to acquire Activant Solutions, Inc., a leading technology provider
of business management software solutions for mid-market retail and
wholesale distribution businesses. Activant is a privately held
company controlled by investment funds affiliated with Hellman
& Friedman, Thoma Bravo and JMI Equity. Apax intends to combine
Activant and Epicor to create one of the largest global providers
of enterprise applications focused on the manufacturing,
distribution, services and retail sectors. Following completion of
the merger, the combined company will be Epicor Software
Corporation and will no longer be a publicly traded company.
"This merger is extremely positive for Epicor's customers,
employees and shareholders alike," said George Klaus, Epicor
Chairman, President and CEO. "It offers great value to our current
stockholders and represents an endorsement of the business
strategy, products and technology leadership we have established in
the market. With Apax, we are partnering with one of the premier
investment firms in the world and one that is very much focused on
growth and delivering value to the customers of its portfolio
companies. With the addition of Activant, the combined company will
have over 30,000 customers, $825 million in annual revenues, and
the most visionary business application software and deep vertical
industry expertise in the market today. Apax is committed to
growing the businesses in which they invest and has an excellent
track record of working as a strategic partner with management to
build great companies."
"We are extremely excited to be bringing together two of the
premier enterprise software companies to create a global market
leader," said Jason Wright, a Partner at Apax Partners. "Epicor is
a true innovator and is extremely well positioned in the enterprise
applications software space. The company not only offers deep
industry-specific functionality localized and translated for all
major global markets, but also unprecedented choice and flexibility
through the unique ability to deliver its next-generation solutions
on-premise, on-demand, hosted, or in the Cloud. Activant is a
recognized leader in providing comprehensive ERP and Point-of-Sale
software to the distribution and retail markets predominately in
North America.
"Both Epicor and Activant's customers will benefit from the
combined entity's increased scale, solutions portfolio and expanded
service offerings," Wright said. "Epicor will have access to
additional domain expertise, particularly in wholesale distribution
and automotive, hardlines, lumber and specialty retailing, while
Activant will benefit from an accelerated roadmap to international
operations, softlines retail functionality, and additional supply
chain and manufacturing capabilities.
"In addition to the immediate product and service portfolio
enhancements both companies' customers will further benefit from
the strong financial backing of Apax Partners and our commitment to
building the new Epicor into the global leader for enterprise
business applications in manufacturing, distribution, retail and
services," concluded Wright. "We look forward to partnering with
the management team and to providing the resources and support that
can accelerate the growth and expansion of the business and the
value it creates globally."
Epicor's Board of Directors unanimously approved the
transaction, which is subject to customary closing conditions
including minimum levels of participation in the tender offer and
regulatory approvals, and the satisfaction of the closing
conditions for Apax's acquisition of Activant. Under the terms of
the merger agreement, Apax will commence the tender offer no later
than April 8, 2011. In the event that the minimum tender condition
is not met, and in certain other circumstances, the parties have
agreed to complete the transaction through a one step merger after
receipt of Epicor shareholder approval. The transaction has
fully-committed debt financing which will be arranged by Bank of
America Merrill Lynch and RBC Capital Markets. The transaction is
currently expected to close in the second quarter of 2011.
Under the terms of the agreement, the Company may solicit
superior proposals from third parties for a period of 30 calendar
days continuing through May 4, 2011. It is not anticipated that any
developments will be disclosed with regard to this process unless
the Company's Board of Directors makes a decision with respect to a
potential superior proposal. There are no guarantees that this
process will result in a superior proposal.
Moelis & Company is acting as the exclusive financial
advisor to Epicor. Wilson Sonsini Goodrich & Rosati,
Professional Corporation, is acting as Epicor's legal advisor.
Jefferies & Company Inc. and RBC Capital Markets are acting as
financial advisors to Apax Partners. Kirkland & Ellis LLP is
acting as legal advisor to Apax Partners.
About Epicor Software Corporation Epicor
Software is a global leader delivering business software solutions
to the manufacturing, distribution, retail, hospitality and
services industries. With 20,000 customers in over 150 countries,
Epicor provides integrated enterprise resource planning (ERP),
customer relationship management (CRM), supply chain management
(SCM), human capital management (HCM) and enterprise retail
software solutions that enable companies to drive increased
efficiency and improve profitability. Founded in 1984, Epicor takes
pride in more than 25 years of technology innovation delivering
business solutions that provide the scalability and flexibility
businesses need to build competitive advantage. Epicor provides a
comprehensive range of services with a single point of
accountability that promotes rapid return on investment and low
total cost of ownership, whether operating business on a local,
regional or global scale. The Company's worldwide headquarters are
located in Irvine, California with offices and affiliates around
the world. For more information, visit www.epicor.com.
About Apax Partners Apax Partners is one
of the world's leading private equity investment groups. It
operates across the United States, Europe and Asia and has more
than 30 years of investing experience. Funds under the advice and
management of Apax Partners globally total around $40 billion.
These Funds provide long-term equity financing to build and
strengthen world-class companies. Apax Partners Funds invest in
companies across its global sectors of Tech & Telecom, Retail
& Consumer, Media, Healthcare and Financial & Business
Services. For more information visit: www.apax.com.
Epicor is a registered trademark of Epicor Software Corporation.
Other trademarks referenced are the property of their respective
owners. The product and service offerings depicted in this document
are produced by Epicor Software Corporation.
Additional Information and Where to Find
It The tender offer for the outstanding shares of Epicor
Software Corporation described herein has not yet commenced. This
communication is provided for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any securities of Epicor Software Corporation pursuant to the
tender offer by Eagle Parent, Inc. (an affiliate of Apax Partners)
or otherwise. Any offers to purchase or solicitations of offers to
sell will be made only pursuant to the Tender Offer Statement on
Schedule TO (including the offer to purchase, the letter of
transmittal and other documents relating to the tender offer) which
will be filed with the U.S. Securities and Exchange Commission
("SEC") by Eagle Parent, Inc. and Eagle Merger Sub, Inc., a wholly
owned subsidiary of Eagle Parent. In addition, Epicor Software
Corporation will file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer.
Epicor Software Corporation's stockholders are advised to read
these documents, any amendments to these documents and any other
documents relating to the tender offer that are filed with the SEC
carefully and in their entirety prior to making any decision with
respect to Eagle Parent's tender offer because they contain
important information, including the terms and conditions of the
offer.
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Epicor by Eagle Parent. In
connection with the proposed acquisition, Epicor intends to file
relevant materials with the SEC, including Epicor's proxy statement
in preliminary and definitive form. Epicor stockholders are
strongly advised to read all relevant documents filed with the SEC,
including Epicor's definitive proxy statement, because they will
contain important information about the proposed transaction.
Epicor Software Corporation's stockholders may obtain copies of
these documents (when they become available) for free at the SEC's
website at www.sec.gov or from Epicor's Investor Relations
Department at (949) 585-EPIC or dswright@epicor.com.
Participants in the Solicitation Epicor
and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from the holders of
Epicor common stock in respect of the proposed transaction.
Information about the directors and executive officers of Epicor is
set forth in the proxy statement for Epicor's 2010 Annual Meeting
of Stockholders, which was filed with the SEC on April 26, 2010.
Investors may obtain additional information regarding the interest
of such participants by reading the definitive proxy statement
regarding the acquisition when it becomes available.
Forward-Looking Statements This press
release contains certain statements which constitute
forward-looking statements under the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include
statements regarding expected completion of the transaction,
expected revenues, market share, business model, sales pipelines
and opportunities, competitive advantage and other statements that
are not historical fact. These forward-looking statements are based
on currently available competitive, financial and economic data
together with management's views and assumptions regarding future
events and business performance as of the time the statements are
made and are subject to risks and uncertainties. Actual results may
differ materially from those expressed or implied in the
forward-looking statements. Such risks and uncertainties include,
but are not limited to, satisfaction of closing conditions to the
transaction, including satisfaction of the conditions to Apax's
acquisition of Activant, changes in the demand for enterprise
resource planning products, particularly in light of competitive
offerings; the timely availability and market acceptance of new
products and upgrades, including Epicor 9; the impact of
competitive products and pricing; the discovery of undetected
software errors; changes in the financial condition of Epicor's
major commercial customers and Epicor's future ability to continue
to develop and expand its product and service offerings to address
emerging business demand and technological trends; and other
factors discussed in Epicor's annual report on Form 10-K for the
year ended December 31, 2010 and other reports Epicor files with
the SEC. As a result of these factors the business or prospects
expected by the Company as part of this announcement may not occur.
Except as required by law, Epicor undertakes no obligation to
revise or update publicly any forward-looking statements.
Contact: Damon Wright Vice President, Investor Relations Epicor
Software Corporation +1 949/585-4509 dswright@epicor.com
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