SSA Global to be Acquired by Infor
May 15 2006 - 8:30AM
PR Newswire (US)
Combined Company Creates Third Largest Global Enterprise Software
Provider CHICAGO, May 15 /PRNewswire-FirstCall/ -- SSA Global(TM)
(NASDAQ:SSAG), a leading global provider of extended enterprise
solutions and services, today announced the signing of a definitive
agreement under which Infor, one of the largest global enterprise
software providers focused on developing solutions for the
manufacturing and distribution industries, will acquire SSA Global.
(Logo: http://www.newscom.com/cgi-bin/prnh/20051213/CGTU005LOGO )
Under the terms of the agreement, Infor has agreed to pay $19.50
per share in cash to SSA Global's shareholders. The agreement was
approved by SSA Global's Special Committee of independent
directors, as well as the Board of Directors. The parties
anticipate closing the transaction in the third calendar quarter of
2006. The closing is subject to certain customary conditions,
including receipt of regulatory approvals and SSA Global
shareholder approval. Certain shareholders representing
approximately 84% of SSA Global's outstanding shares have entered
into voting agreements to support the merger. "With this
acquisition, Infor will become the third largest enterprise
software provider in the industry with approximately $1.6 billion
in revenue," said Jim Schaper, Infor's chairman and CEO. "Infor has
become a significant force in the industry by assembling and
innovating market-specific, best-in- class enterprise software
solutions, which provides customers with a flexible choice in the
market." "In a rapidly consolidating marketplace we have seen that
size and scale matter," said Mike Greenough, chairman, president
and CEO of SSA Global. "This transaction brings value to all of our
key stakeholders ... our investors, our customers and our
employees." The Special committee of independent directors was
advised by Mayer, Brown, Rowe & Maw LLP and received a fairness
opinion from Houlihan, Lokey, Howard & Zukin. SSA Global was
advised by Schulte Roth and Zabel LLP and J.P. Morgan Securities
Inc. Infor was advised by Kirkland & Ellis LLP. Financing for
the acquisition will be arranged by J.P. Morgan Securities Inc. and
Credit Suisse (USA) LLC and is expected to include a combination of
senior secured first-lien credit facilities and second-lien debt
denominated in both US dollars and Euros. About the Transaction In
connection with the proposed merger, SSA Global will file a proxy
statement with the Securities and Exchange Commission. Investors
and security holders are advised to read the proxy statement when
it becomes available, because it will contain important
information. Investors and security holders may obtain a free copy
of the proxy statement (when available) and other documents filed
by the Company at the Securities and Exchange Commission's website
at http://www.sec.gov/ . The proxy statement and such other
documents may also be obtained for free from SSA Global by
directing such request to http://investor.ssaglobal.com/ . The
definitive agreement to acquire SSA Global Technologies, Inc. was
signed by Magellan Holdings, Inc., a wholly owned subsidiary of
Infor Global Solutions AG. Terms of the acquisition include the
purchase of all SSA Global capital stock for $19.50 per share in
cash. Infor is a portfolio company of Golden Gate Capital and
Summit Partners. Conference Call The Company will hold a conference
call following the release at 10:30 a.m. EDT. Date: Monday, May 15,
2006 Time: 10:30 a.m. EDT Dial in: +1 (800) 884-5695 or outside the
U.S. +1 (617) 786-2960 Passcode: 21310001 Investors and analysts
are invited to participate on the call. Please dial in
approximately ten minutes prior to the 10:30 a.m. start time. A
live, audio-only webcast of the call will be made available to the
public on the Company's website at http://investor.ssaglobal.com/
and will be archived for approximately three months following the
call. In addition, a replay of the call will be available
approximately one hour after the conference call concludes and will
remain available through Monday, May 29th. To access the replay,
dial 1-888-286-8010 in the U.S. and Canada, or 1-617-801-6888
outside U.S. and Canada, passcode 47565560. About Infor Infor is
one of the largest global software providers focused on delivering
world-class enterprise applications to select verticals in the
manufacturing and distribution industries. Infor delivers
integrated solutions that address the essential challenges its
customers face in areas such as supply chain planning, enterprise
asset management, relationship management, demand management, ERP,
warehouse management, and business intelligence. With more than
3,100 employees in 50 global offices, Infor provides enterprise
solutions to almost 24,700 customers in over 100 countries. For
additional information, visit http://www.infor.com/ . About SSA
GlobalSSA Global(TM) (NASDAQ:SSAG) is a leading provider of
extended ERP solutions for manufacturing, distribution, retail,
services and public organizations worldwide. In addition to core
ERP applications, SSA Global offers a full range of integrated
extension solutions including corporate performance management,
customer relationship management, product lifecycle management,
supply chain management and supplier relationship management.
Headquartered in Chicago, SSA Global has over 50 locations
worldwide and its product offerings are used by customers in over
90 countries. For additional information, visit the SSA Global web
site at http://www.ssaglobal.com/ . SSA Global(TM) is the corporate
brand for product lines and subsidiaries of SSA Global
Technologies, Inc. SSA Global, SSA Global Technologies and SSA GT
are trademarks of SSA Global Technologies, Inc. Other products
mentioned in this document are registered, trademarked or service
marked by their respective owners. Forward-Looking Statements These
materials may contain "forward-looking statements." Forward-looking
statements include, without limitation, any statement that may
predict, forecast, indicate or imply future results, performance or
achievements, and may contain the words "believe," "anticipate,"
"expect," "estimate," "intend," "project," "plan," "will be," "will
likely continue," "will likely result," or words or phrases with
similar meaning. All of these forward-looking statements are based
on estimates and assumptions made by our management that, although
we believe to be reasonable, are inherently uncertain. Forward-
looking statements involve risks and uncertainties, including, but
not limited to, economic, competitive, governmental and
technological factors outside of our control, that may cause our
business, strategy or actual results, or the timing of the proposed
transaction, to differ materially from the forward- looking
statements. We operate in a changing environment in which new risks
can emerge from time to time. It is not possible for management to
predict all of these risks, nor can it assess the extent to which
any factor, or a combination of factors, may cause our business,
strategy or actual results to differ materially from those
contained in forward-looking statements. Factors you should
consider that could cause these differences include, among other
things: -- General economic and business conditions, including
exchange rate fluctuations; -- Our ability to identify acquisition
opportunities and effectively and cost-efficiently integrate
acquisitions; -- Our ability to maintain effective internal control
over financial reporting; -- Our ability to attract and retain
personnel, including key personnel; -- Our success in developing
and introducing new services and products; and -- Competition in
the software industry, as it relates to both our existing and
potential new customers.
http://www.newscom.com/cgi-bin/prnh/20051213/CGTU005LOGO
http://photoarchive.ap.org/ DATASOURCE: SSA Global CONTACT:
Investor, Dawn Drella, +1-312-474-7694, , Press, Maria Diecidue,
+1-312-258-6000, , both of SSA Global, or, Beverly McDonald, for
Infor, +1-678-907-2048, , or, Sylvia Baker of Wunderkind Public
Relations, +1-404-601-3662, , or, Joelle Kenealey, for Golden Gate
Capital, +1-415-305-6065, Web site: http://www.ssaglobal.com/
http://www.infor.com/
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