Apax Partners to Acquire Epicor Software and Activant Solutions

Deal looks to create one of the largest ERP providers for manufacturing, distribution, services and retail sectors

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New York — April 4, 2011 — Private equity firm Apax Partners is set to acquire midmarket ERP vendors Epicor Software and Activant Solutions in a deal valued at approximately $2 billion.

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.

Under the terms of the Epicor 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.

Notably, under the terms of its agreement, Epicor may solicit higher bids from third parties through May 4.

Meanwhile, all of Activant's outstanding shares and stock options will be acquired for cash. Activant is currently owned by investment funds affiliated with Hellman & Friedman, Thoma Bravo and JMI Equity, and by management.

Following completion of the merger, the combined company will be named Epicor Software Corporation and will no longer be a publicly traded company. It will have over 30,000 customers and $825 million in annual revenues.

"Epicor is a true innovator, offering deep industry-specific functionality globally across its targeted verticals. Activant is a recognized leader in providing comprehensive enterprise resource planning and point-of-sale software to the distribution and retail markets predominately in North America," said Jason Wright, a partner at Apax.

Wright said that current customers of the two solution providers would see product and service portfolio improvements that will result from the merger, as well as the benefits of Apax' financial back of both companies. "We look forward to partnering with both management teams and to providing the resources and support that can accelerate the growth and expansion of the business and the value it creates globally," he said.

"Our market leadership and expertise in distribution perfectly complements Epicor's expertise in the manufacturing and services sectors," said Pervez Qureshi, Activant president and CEO. "Together, Activant and Epicor's retail business solutions can now cover the full spectrum of retailing - from small hardlines retailers, to national specialty softgoods and apparel chains, to global general merchandise department stores."

Qureshi added that Epicor's worldwide infrastructure would give the new company the opportunity to service and support Activant products internationally.

"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," said George Klaus, Epicor chairman, president and CEO.

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