Epicor
Scala Business Solutions to merge with Epicor Software Corporation;
Combination will create leading global midmarket provider of integrated ERP,
CRM and SCM solutions leveraging Microsoft and Web services technology
Copyright 2003 M2 Communications Ltd.
M2 PRESSWIRE November 14, 2003
IRVINE, Calif., USA, and AMSTERDAM, The Netherlands - Epicor Software
Corporation (NASDAQ: EPIC) and Scala Business Solutions (Euronext: A.SCALA)
today jointly announced that the expectation is justified that they will
reach agreement on a merger. The proposed merger will be effected by a
public offer by Epicor for all the outstanding ordinary shares in the
capital of Scala at an anticipated aggregate transaction value of
approximately US$ 87 million (the equivalent of euro3.27 per ordinary
share), as of the closing price on November 13, 2003, consisting of a cash
price of US$ 41.7 million subject to adjustment, plus 4.1 million shares of
Epicor s common stock. The offer is made up of a cash price of US$ 1.823 per
Scala share plus 0.1795 shares of Epicor s common stock. Scala s Supervisory
Board and Management Board expect to recommend the public offer to its
shareholders. On a date to be determined by Scala, an extraordinary general
meeting of shareholders will be organized to discuss the public offer.
Epicor s Board of Directors has approved the transaction.
It is expected that the public offer will commence following the completion
of Epicor s due diligence investigation of Scala, the receipt of a fairness
opinion by Scala, regulatory approvals, the filing of an S-4 registration
with the SEC by Epicor, and other customary conditions including among
others material adverse changes to Scala and management retention
agreements. Epicor anticipates that it will commence the public offer for
all outstanding ordinary shares of Scala and publish an offer memorandum in
December 2003, and close the transaction in the first quarter 2004. The
combination is expected to be accretive to Epicor s GAAP earnings in the
second quarter 2004 and for the fiscal year 2004.
The proposed merger would create the largest independent midmarket provider
of collaborative ERP, CRM and SCM applications based on Microsoft s .NET
platform and Web services, committed to solving the unique challenges facing
midmarket businesses worldwide. The combined company will expand its global
presence with worldwide coverage of sales, consulting and support for
midmarket and large multinationals as well as local enterprises, offering a
broad suite of integrated solutions that have been implemented by more than
20,000 customers worldwide. Both Epicor and Scala customers will be served
by a global entity with the reach and scale to more effectively support
their operations, and will be well positioned for growth with local support
in emerging markets, and in key markets where Scala traditionally performs
well such as Scandinavia, Russia, Central and Eastern Europe, and China.
Scala s customer base is predominantly European with Epicor s largest
customer base predominantly in North America, Australia and the U.K. The
resulting company s revenues will be diversified across regions with
approximately 52% of its revenue base in North America and 48% outside North
America.
"We are delighted to join forces with Scala s exceptional and visionary team
as we pursue tremendous global opportunities," said George Klaus, chairman,
CEO and president at Epicor. "The acquisition of Scala enables Epicor to
expand its capabilities to service and support its customers, to become a
truly global organization with substantial revenue and operating synergies.
The organization will allow us to leverage Epicor s and Scala s regional
strengths and distribution channels to further support multinational
customers around the world." Klaus added, "This combination also further
leverages our industry-endorsed road map to deliver .NET solutions and Web
services to an expanding base of midmarket customers. The combination of
Scala and Epicor positions us to become a global midmarket ERP leader with
over 20,000 customers, and approximately US$ 250 million projected annual
revenues, to drive greater value for our customers and, in turn,
shareholders, and will enable us to contribute to our growth and creation of
shareholder value going forward."
The combined company plans to further support and develop iScala products.
In the long term, the combined company s product offering would be developed
using the functional synergies of all products, and the integration
advantages of .NET and Web services.
"Today s announcement is exciting news for the shareholders, customers,
employees and partners of both our companies," said Andreas Kemi, Chief
Executive Officer at Scala. "Together, we stand on the threshold of enormous
opportunity driven by our potential to offer a range of Microsoft
technology-based products that are broader and deeper in functionality and
would be delivered to market faster than either Epicor or Scala could have
done independently. With the collaborative expertise offered by this new
partnership - and guided by our shared vision of improving the business
success of our customers worldwide - we are in position to rapidly deliver
and deploy our leading business software solutions across the globe."
Both companies will continue their unwavering commitment to developing and
bringing to market world-class software and services based on Microsoft
technology. Both companies are strong Microsoft partners - as globally
managed independent software vendors (ISVs) and Microsoft Global ERP
Ecosystem partners - and have actively participated for many years in
numerous Microsoft joint development programs and early adopter technology
initiatives.
Transaction Structure and Highlights During the next few weeks, both
companies will take the required steps towards finalizing the merger. If all
conditions for making the public offer are met, it is anticipated that an
offer memorandum, containing the terms and conditions of the public offer,
will be published during December 2003, with the transaction expected to
close in the first quarter of 2004. One of the requirements for the public
offer will be that at least 95% of the ordinary shares of Scala are offered.
The anticipated transaction value of approximately US$ 87 million will be
paid partly in cash and partly in Epicor common stock, with a 20% downwards
protection for the shareholders of Scala. Any decrease in the value of the
common stock of Epicor below a floor of US$ 10.21 per share will be
compensated in cash by an adjustment in the offer price.
The anticipated transaction price of approximately US$ 87 million represents
a premium of approximately 40% as of the closing price of Scala s shares on
November 13, 2003, and a 59% premium on the basis of the 30-day share price
average.
Closing of the transaction, which is expected to occur in early 2004, will
be subject to certain conditions including, but not limited to, regulatory
clearance and acceptance by Scala shareholders. The Dutch regulator of the
financial markets (Netherlands Authority for the Financial Markets) and
Euronext have been informed of the intended bid.
Anticipated transaction will create an entity with approximately US$ 250
million annual revenues and with over 20,000 customers - the 11th largest
ERP provider by annual revenue (based on AMR 2002 data).
Largest independent midmarket provider based on Microsoft technology with
leading .NET and Web services products.
Expanded presence in key growing verticals including financial services,
consumer packaged goods, professional services, automotive, industrial
machinery, light engineering, electronics, hospitality, pharmaceuticals,
non-profit.
Scale and reach to support global multinationals with a worldwide
infrastructure for sales, consulting and support, and a strong partner
channel - combining over 400 partners worldwide.
Operating and infrastructure synergies in G&A, R&D, facilities and technical
support with a solid platform and infrastructure for future strategic and
tactical acquisitions in a consolidating market.
Scala s management has been offered one board seat out of 6 on Epicor s
Board of Directors.
Listing on NASDAQ exchange trading under the symbol EPIC should provide
increased liquidity for Scala shareholders.
SG Cowen Securities Corporation is adviser to Epicor and Fortis Bank
Corporate & Investment Banking is adviser to Scala, with respect to the
transaction.
This press release is made pursuant to Article 9b sub section 2(a) of the
decree pursuant to the supervision of the Dutch Securities Trade Act 1995.
About Epicor Software Corporation
Epicor is a leading provider of integrated enterprise software solutions for
midmarket companies around the world. Founded in 1984, Epicor has over
15,000 customers and delivers end-to-end, industry-specific solutions that
enable companies to immediately improve business operations and build
competitive advantage in today's Internet economy. Epicor's comprehensive
suite of integrated software solutions for Customer Relationship Management,
Financials, Manufacturing, Supply Chain Management, Professional Services
Automation and Collaborative Commerce provide the scalability and
flexibility to support long-term growth. Epicor's solutions are complemented
by a full range of services, providing single point of accountability to
promote rapid return on investment and low total cost of ownership, now and
in the future.
Epicor is headquartered in Irvine, California and has offices and affiliates
around the world. For more information, visit the company's Web site at
www.epicor.com <http://www.epicor.com> .
About Scala Business Solutions
Scala Business Solutions offers a collaborative ERP system to make business
simple. Whether companies do business in established or emerging markets, or
even in some of the world s most difficult-to-get-to places, Scala offers
them the most complete, integrated ERP, CRM and SCM solution on a Web
services platform to help them increase their business efficiency and
productivity.
Scala has the local know-how and expertise to deliver results for businesses
anywhere in the world, gained from over 25 years working with international
companies and their subsidiaries and divisions in all types of industries.
Scala delivers software and services which support local currencies,
accounting regulations and legal requirements in more than 30 languages in
over 140 countries.
Scala is listed on the Euronext Amsterdam Stock Exchange (symbol: SCALA).
2002 revenue was US$ 73.4 million (euro77.8 million).
Visit Scala s Web site at www.scala.net <http://www.scala.net> for press
information including press releases, information for investors, and company
and product information.
Epicor is a registered trademark of Epicor Software Corporation. All other
trademarks referenced are the property of their respective owners. 2003
Scala Business Solutions, NV. All rights reserved. The Scala logo, Scala and
iScala are registered trademarks. Other trademarks or registered trademarks
are the property of their respective owners. Forward-Looking Statements
Management of Epicor Software Corporation and Scala Business Solutions NV
believe certain statements in this press release may constitute
forward-looking statements with respect to the financial condition, results
of operations and activities of Epicor and Scala with respect to these
items.
These forward looking statements including statements regarding the expected
closing date of the transaction, accretive nature of the acquisition, the
expected benefits of the combination and growth of the combined entity,
projected future revenues and customers, opportunities for growth, and the
purchase price and other statements 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. 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, the companies ability to
integrate operations and retain key personnel, satisfaction of conditions to
closing, including regulatory approvals; 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; the impact of competitive products and pricing; the discovery of
undetected software errors; the companies ability to realize the synergies
and operating efficiencies anticipated from the acquisition and Epicor s
other acquisitions; changes in the financial condition of the Companies
major commercial customers and the Companies future ability to continue to
develop and expand their product and service offerings to address emerging
business demand and technological trends and other factors discussed in
Epicor s Quarterly report on Form 10-Q, for the quarter ended June 30, 2003.
As a result of these factors the business or prospects expected by the
company as part of this announcement may not occur.
The companies undertake no obligation to revise or update publicly any
forward-looking statements. Additional Information And Where To Find It
Epicor Software Corporation intends to file a registration statement on Form
S-4 containing a prospectus/offering memorandum in connection with the
proposed acquisition of Scala by Epicor (the "Acquisition") pursuant to the
terms of the Merger Protocol by and between Epicor and Scala. The
prospectus/offering memorandum will be mailed to the stockholders of Scala
and the security holders of Scala are urged to read the prospectus/offering
memorandum and other relevant materials when they become available because
they will contain important information about the Acquisition, Epicor and
Scala. Investors and security holders may obtain free copies of these
documents (when they are available) and other documents filed with the
Securities and Exchange Commission at the Securities and Exchange Commission
s Web site at www.sec.gov <http://www.sec.gov> . In addition, investors and
security holders may obtain free copies of the documents filed with the
Securities and Exchange Commission by Epicor by going to Epicor s Investor
Relations page on its corporate Web site at www.epicor.com/company/investor/
<http://www.epicor.com/company/investor/> .
[Non-text portions of this message have been removed]
Scala Business Solutions to merge with Epicor Software Corporation;
Combination will create leading global midmarket provider of integrated ERP,
CRM and SCM solutions leveraging Microsoft and Web services technology
Copyright 2003 M2 Communications Ltd.
M2 PRESSWIRE November 14, 2003
IRVINE, Calif., USA, and AMSTERDAM, The Netherlands - Epicor Software
Corporation (NASDAQ: EPIC) and Scala Business Solutions (Euronext: A.SCALA)
today jointly announced that the expectation is justified that they will
reach agreement on a merger. The proposed merger will be effected by a
public offer by Epicor for all the outstanding ordinary shares in the
capital of Scala at an anticipated aggregate transaction value of
approximately US$ 87 million (the equivalent of euro3.27 per ordinary
share), as of the closing price on November 13, 2003, consisting of a cash
price of US$ 41.7 million subject to adjustment, plus 4.1 million shares of
Epicor s common stock. The offer is made up of a cash price of US$ 1.823 per
Scala share plus 0.1795 shares of Epicor s common stock. Scala s Supervisory
Board and Management Board expect to recommend the public offer to its
shareholders. On a date to be determined by Scala, an extraordinary general
meeting of shareholders will be organized to discuss the public offer.
Epicor s Board of Directors has approved the transaction.
It is expected that the public offer will commence following the completion
of Epicor s due diligence investigation of Scala, the receipt of a fairness
opinion by Scala, regulatory approvals, the filing of an S-4 registration
with the SEC by Epicor, and other customary conditions including among
others material adverse changes to Scala and management retention
agreements. Epicor anticipates that it will commence the public offer for
all outstanding ordinary shares of Scala and publish an offer memorandum in
December 2003, and close the transaction in the first quarter 2004. The
combination is expected to be accretive to Epicor s GAAP earnings in the
second quarter 2004 and for the fiscal year 2004.
The proposed merger would create the largest independent midmarket provider
of collaborative ERP, CRM and SCM applications based on Microsoft s .NET
platform and Web services, committed to solving the unique challenges facing
midmarket businesses worldwide. The combined company will expand its global
presence with worldwide coverage of sales, consulting and support for
midmarket and large multinationals as well as local enterprises, offering a
broad suite of integrated solutions that have been implemented by more than
20,000 customers worldwide. Both Epicor and Scala customers will be served
by a global entity with the reach and scale to more effectively support
their operations, and will be well positioned for growth with local support
in emerging markets, and in key markets where Scala traditionally performs
well such as Scandinavia, Russia, Central and Eastern Europe, and China.
Scala s customer base is predominantly European with Epicor s largest
customer base predominantly in North America, Australia and the U.K. The
resulting company s revenues will be diversified across regions with
approximately 52% of its revenue base in North America and 48% outside North
America.
"We are delighted to join forces with Scala s exceptional and visionary team
as we pursue tremendous global opportunities," said George Klaus, chairman,
CEO and president at Epicor. "The acquisition of Scala enables Epicor to
expand its capabilities to service and support its customers, to become a
truly global organization with substantial revenue and operating synergies.
The organization will allow us to leverage Epicor s and Scala s regional
strengths and distribution channels to further support multinational
customers around the world." Klaus added, "This combination also further
leverages our industry-endorsed road map to deliver .NET solutions and Web
services to an expanding base of midmarket customers. The combination of
Scala and Epicor positions us to become a global midmarket ERP leader with
over 20,000 customers, and approximately US$ 250 million projected annual
revenues, to drive greater value for our customers and, in turn,
shareholders, and will enable us to contribute to our growth and creation of
shareholder value going forward."
The combined company plans to further support and develop iScala products.
In the long term, the combined company s product offering would be developed
using the functional synergies of all products, and the integration
advantages of .NET and Web services.
"Today s announcement is exciting news for the shareholders, customers,
employees and partners of both our companies," said Andreas Kemi, Chief
Executive Officer at Scala. "Together, we stand on the threshold of enormous
opportunity driven by our potential to offer a range of Microsoft
technology-based products that are broader and deeper in functionality and
would be delivered to market faster than either Epicor or Scala could have
done independently. With the collaborative expertise offered by this new
partnership - and guided by our shared vision of improving the business
success of our customers worldwide - we are in position to rapidly deliver
and deploy our leading business software solutions across the globe."
Both companies will continue their unwavering commitment to developing and
bringing to market world-class software and services based on Microsoft
technology. Both companies are strong Microsoft partners - as globally
managed independent software vendors (ISVs) and Microsoft Global ERP
Ecosystem partners - and have actively participated for many years in
numerous Microsoft joint development programs and early adopter technology
initiatives.
Transaction Structure and Highlights During the next few weeks, both
companies will take the required steps towards finalizing the merger. If all
conditions for making the public offer are met, it is anticipated that an
offer memorandum, containing the terms and conditions of the public offer,
will be published during December 2003, with the transaction expected to
close in the first quarter of 2004. One of the requirements for the public
offer will be that at least 95% of the ordinary shares of Scala are offered.
The anticipated transaction value of approximately US$ 87 million will be
paid partly in cash and partly in Epicor common stock, with a 20% downwards
protection for the shareholders of Scala. Any decrease in the value of the
common stock of Epicor below a floor of US$ 10.21 per share will be
compensated in cash by an adjustment in the offer price.
The anticipated transaction price of approximately US$ 87 million represents
a premium of approximately 40% as of the closing price of Scala s shares on
November 13, 2003, and a 59% premium on the basis of the 30-day share price
average.
Closing of the transaction, which is expected to occur in early 2004, will
be subject to certain conditions including, but not limited to, regulatory
clearance and acceptance by Scala shareholders. The Dutch regulator of the
financial markets (Netherlands Authority for the Financial Markets) and
Euronext have been informed of the intended bid.
Anticipated transaction will create an entity with approximately US$ 250
million annual revenues and with over 20,000 customers - the 11th largest
ERP provider by annual revenue (based on AMR 2002 data).
Largest independent midmarket provider based on Microsoft technology with
leading .NET and Web services products.
Expanded presence in key growing verticals including financial services,
consumer packaged goods, professional services, automotive, industrial
machinery, light engineering, electronics, hospitality, pharmaceuticals,
non-profit.
Scale and reach to support global multinationals with a worldwide
infrastructure for sales, consulting and support, and a strong partner
channel - combining over 400 partners worldwide.
Operating and infrastructure synergies in G&A, R&D, facilities and technical
support with a solid platform and infrastructure for future strategic and
tactical acquisitions in a consolidating market.
Scala s management has been offered one board seat out of 6 on Epicor s
Board of Directors.
Listing on NASDAQ exchange trading under the symbol EPIC should provide
increased liquidity for Scala shareholders.
SG Cowen Securities Corporation is adviser to Epicor and Fortis Bank
Corporate & Investment Banking is adviser to Scala, with respect to the
transaction.
This press release is made pursuant to Article 9b sub section 2(a) of the
decree pursuant to the supervision of the Dutch Securities Trade Act 1995.
About Epicor Software Corporation
Epicor is a leading provider of integrated enterprise software solutions for
midmarket companies around the world. Founded in 1984, Epicor has over
15,000 customers and delivers end-to-end, industry-specific solutions that
enable companies to immediately improve business operations and build
competitive advantage in today's Internet economy. Epicor's comprehensive
suite of integrated software solutions for Customer Relationship Management,
Financials, Manufacturing, Supply Chain Management, Professional Services
Automation and Collaborative Commerce provide the scalability and
flexibility to support long-term growth. Epicor's solutions are complemented
by a full range of services, providing single point of accountability to
promote rapid return on investment and low total cost of ownership, now and
in the future.
Epicor is headquartered in Irvine, California and has offices and affiliates
around the world. For more information, visit the company's Web site at
www.epicor.com <http://www.epicor.com> .
About Scala Business Solutions
Scala Business Solutions offers a collaborative ERP system to make business
simple. Whether companies do business in established or emerging markets, or
even in some of the world s most difficult-to-get-to places, Scala offers
them the most complete, integrated ERP, CRM and SCM solution on a Web
services platform to help them increase their business efficiency and
productivity.
Scala has the local know-how and expertise to deliver results for businesses
anywhere in the world, gained from over 25 years working with international
companies and their subsidiaries and divisions in all types of industries.
Scala delivers software and services which support local currencies,
accounting regulations and legal requirements in more than 30 languages in
over 140 countries.
Scala is listed on the Euronext Amsterdam Stock Exchange (symbol: SCALA).
2002 revenue was US$ 73.4 million (euro77.8 million).
Visit Scala s Web site at www.scala.net <http://www.scala.net> for press
information including press releases, information for investors, and company
and product information.
Epicor is a registered trademark of Epicor Software Corporation. All other
trademarks referenced are the property of their respective owners. 2003
Scala Business Solutions, NV. All rights reserved. The Scala logo, Scala and
iScala are registered trademarks. Other trademarks or registered trademarks
are the property of their respective owners. Forward-Looking Statements
Management of Epicor Software Corporation and Scala Business Solutions NV
believe certain statements in this press release may constitute
forward-looking statements with respect to the financial condition, results
of operations and activities of Epicor and Scala with respect to these
items.
These forward looking statements including statements regarding the expected
closing date of the transaction, accretive nature of the acquisition, the
expected benefits of the combination and growth of the combined entity,
projected future revenues and customers, opportunities for growth, and the
purchase price and other statements 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. 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, the companies ability to
integrate operations and retain key personnel, satisfaction of conditions to
closing, including regulatory approvals; 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; the impact of competitive products and pricing; the discovery of
undetected software errors; the companies ability to realize the synergies
and operating efficiencies anticipated from the acquisition and Epicor s
other acquisitions; changes in the financial condition of the Companies
major commercial customers and the Companies future ability to continue to
develop and expand their product and service offerings to address emerging
business demand and technological trends and other factors discussed in
Epicor s Quarterly report on Form 10-Q, for the quarter ended June 30, 2003.
As a result of these factors the business or prospects expected by the
company as part of this announcement may not occur.
The companies undertake no obligation to revise or update publicly any
forward-looking statements. Additional Information And Where To Find It
Epicor Software Corporation intends to file a registration statement on Form
S-4 containing a prospectus/offering memorandum in connection with the
proposed acquisition of Scala by Epicor (the "Acquisition") pursuant to the
terms of the Merger Protocol by and between Epicor and Scala. The
prospectus/offering memorandum will be mailed to the stockholders of Scala
and the security holders of Scala are urged to read the prospectus/offering
memorandum and other relevant materials when they become available because
they will contain important information about the Acquisition, Epicor and
Scala. Investors and security holders may obtain free copies of these
documents (when they are available) and other documents filed with the
Securities and Exchange Commission at the Securities and Exchange Commission
s Web site at www.sec.gov <http://www.sec.gov> . In addition, investors and
security holders may obtain free copies of the documents filed with the
Securities and Exchange Commission by Epicor by going to Epicor s Investor
Relations page on its corporate Web site at www.epicor.com/company/investor/
<http://www.epicor.com/company/investor/> .
[Non-text portions of this message have been removed]