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Epicor Agrees to be Acquired by Apax Partners

4/5/2011
Epicor Software Corporation, a provider of enterprise business software solutions for the midmarket and divisions of Global 1000 companies, announces that it has entered into a definitive agreement to be acquired by funds advised by Apax Partners, a private equity firm with a history of technology investments.
 
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 percent over Friday’s closing stock price, an 18.9 percent premium over the average closing price for the previous 30 calendar days and a 34.4 percent premium over the average closing price for the previous 52-week period. The transaction is valued at approximately $976 million. Apax is providing 100 percent of the equity financing for the acquisition.
 
Shareholders representing approximately 19 percent 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 percent of Epicor’s outstanding shares, has indicated that it supports the transaction.
 
Apax also announces that it has entered into an agreement to acquire Activant
Solutions, Inc., a technology provider of business management software solutions for mid-market retail and wholesale distribution businesses. Activant is a privately held company 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.
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