SoftBrands Enters Into Definitive Agreement to be Acquired by Affiliate of Golden Gate Capital and Infor
12 Juin 2009 - 2:35PM
PR Newswire (US)
SoftBrands Stockholders Will Receive $0.92 per Common Share in a
Transaction Valued at $80 Million MINNEAPOLIS, June 12
/PRNewswire-FirstCall/ -- SoftBrands, Inc. (NYSE Amex: SBN), a
leading provider of software solutions for businesses in the
manufacturing and hospitality industries worldwide, today announced
that it has entered into a definitive agreement to be acquired by
an affiliate of Golden Gate Capital and Infor for $0.92 in cash per
common share for a total transaction value of approximately $80
million (including amounts paid in respect of SoftBrands debt and
preferred equity).SoftBrands' current lender, Wells Fargo Foothill,
part of Wells Fargo & Company (NYSE:WFC), has agreed to provide
financing for the transaction, which is expected to close in 60 to
90 days. The offer price represents an approximate 100% premium
over the company's closing price on the NYSE Amex on June 11, 2009.
SoftBrands common stockholders will retain the rights going forward
to 10% of the AremisSoft Liquidating Trust's net cash proceeds, if
any, received and distributed by the Trust. The proposed
transaction is subject to customary conditions to closing,
including approval of SoftBrands stockholders. The Board of
Directors of SoftBrands has unanimously approved the definitive
agreement and agreed to recommend that SoftBrands stockholders
approve the transaction. "This transaction allows SoftBrands
stockholders to realize significant value from their investment in
our company over recent trading levels," said Randy Tofteland,
SoftBrands president and chief executive officer. "In addition, we
increase value to customers through expanded products and services
from the alliance with Infor." "As a result of our complementary
solutions, origins in manufacturing and focus on the mid-market,
the partnership offers compelling benefits to our customers," said
Jim Schaper, chairman and chief executive officer, Infor. Piper
Jaffray & Co. is acting as the exclusive financial advisor to
SoftBrands on the proposed transaction, and Dorsey & Whitney
LLP is providing legal counsel to SoftBrands on the proposed
transaction. Kirkland & Ellis LLP is providing legal counsel to
Golden Gate Capital and Infor on the proposed transaction.
SoftBrands will file a Current Report on Form 8-K with the
Securities and Exchange Commission (SEC) regarding the proposed
transaction. Additional information, including a copy of this press
release, and the agreement and plan of merger will be available in
the Current Report. Conference Call SoftBrands will host a
conference call and webcast today at 11:00am Eastern Time to
discuss the agreement. Interested parties may listen to the call by
dialing 866-700-0161 or international 617-213-8832 (passcode:
77218589). A live webcast will also be available at SoftBrands'
website at http://www.softbrands.com/. A replay will be available
approximately one hour after the conference call concludes and will
remain available through June 19, 2009. The replay number is
888-286-8010 and international 617-801-6888 (passcode: 91176867).
Additional Information about the Proposed Transaction and Where You
Can Find It This press release is not a solicitation of a proxy, an
offer to purchase nor a solicitation of an offer to sell shares of
SoftBrands, and it is not a substitute for any proxy statement or
other filings that may be made with the SEC. In connection with the
proposed transaction, SoftBrands intends to file a proxy statement
and other relevant materials with the SEC. BEFORE MAKING ANY VOTING
DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF
SOFTBRANDS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO
AND THE OTHER RELEVANT MATERIALS FILED BY SOFTBRANDS WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. A definitive proxy statement will be sent to the
stockholders of SoftBrands. The proxy statement and the other
relevant materials, when available, and any other documents filed
by SoftBrands with the SEC, can be obtained free of charge at the
SEC's website at http://www.sec.gov/ and at SoftBrands' website
http://www.softbrands.com/. In addition, stockholders of SoftBrands
may obtain free copies of the documents filed with the SEC by
contacting SoftBrands Investor Relations at (612) 851-1900 or
SoftBrands, Inc., 800 LaSalle Ave., Suite 2100, Minneapolis,
Minnesota 55402. Proxy Solicitation SoftBrands and its executive
officers and directors may be deemed to be participants in the
solicitation of proxies from SoftBrands' stockholders in connection
with the proposed transaction. Information concerning the interests
of SoftBrands' participants in such solicitation, including their
respective security holdings, is set forth in SoftBrands' annual
proxy statement, which was filed with the SEC on January 12, 2009.
Investors may obtain additional information regarding this
transaction, SoftBrands and the interests of SoftBrands'
participants in such solicitation by reading the proxy statement
for such transaction when it becomes available. Cautionary
Statement Regarding Forward-Looking Statements This message may
contain forward-looking statements based on current expectations,
estimates and projections about our industry, management's beliefs,
and certain assumptions made by the companies. Words such as
'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,'
'estimates,' 'may,' 'will' and variations of these words or similar
expressions are intended to identify forward-looking statements.
These statements include, but are not limited to statements
regarding the impact of the transaction, including but not limited
to, the companies' expectations with respect to the combined
companies available solutions, leadership position, competitive
strengths and positioning; client base; the approval of the
transaction by stockholders and regulators; the satisfaction of the
closing conditions to the transaction; the completion of the
transaction on stated terms; and the timing of the completion of
the transaction. Such statements speak only as of the date hereof
and are subject to change. The companies undertake no obligation to
revise or update publicly any forward-looking statements for any
reason. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual results could
differ materially and adversely from those expressed in any
forward-looking statements as a result of various factors.
Important factors that may cause such a difference include, but are
not limited to, the risk the companies' businesses and their
relationships with customers, employees or suppliers could suffer
due to the uncertainty relating to the transaction; that the
transaction may not be consummated, may be consummated on different
terms or may be delayed; that anticipated synergies and strategic
benefits from the transaction may not be fully realized; that a
failure to satisfy conditions to close the transaction, including
obtaining the requisite regulatory and stockholder approvals, may
occur; and the various other risks and uncertainties described in
the "Risk Factors" section of SoftBrands' Annual Report on Form
10-K for the year ended September 30, 2008, and the general
economic and political conditions and specific conditions that may
impact company operations. Further information on SoftBrands,
including additional risk factors that may affect forward looking
statements, is contained in its Annual Report on Form 10-K and in
its other SEC filings that are available through the SEC's website
(http://www.sec.gov/). About Golden Gate Capital Golden Gate
Capital is a San Francisco-based private equity investment firm
with approximately $8 billion of capital under management. Golden
Gate is dedicated to partnering with world-class management teams
to invest in change-intensive, growth businesses. The firm targets
investments where there is a demonstrable opportunity to
significantly enhance a company's value. The principals of Golden
Gate have a long and successful history of investing with
management partners across a wide range of industries and
transaction types, including leveraged buyouts, recapitalizations,
corporate divestitures and spin-offs, build-ups and venture stage
investing. For more information, visit
http://www.goldengatecap.com/. About Infor Based in Alpharetta,
Georgia, USA, Infor is one of the largest private software
companies in the world. Today the company has revenues of USD $2
billion, over 8,000 employees and more than 70,000 customers.
Infor's vision is to change what businesses expect from an
enterprise software provider. Infor develops and acquires proven
software products that have rich, built-in functionality. Then it
makes them better. Infor invests resources into product innovation
and enhancement and works hard to simplify and shorten
implementation times. It enables software, services, and support
globally. And it provides more flexible buying options. For more
information, visit http://www.infor.com/. About SoftBrands
SoftBrands, Inc is a leader in providing software solutions for the
businesses in the manufacturing and hospitality industries
worldwide. The company has established a global infrastructure for
distribution, development and support of enterprise software, and
has approximately 5,000 customers in more than 100 countries
actively using its manufacturing and hospitality products.
SoftBrands, which has approximately 740 employees, is headquartered
in Minneapolis with branch offices in Europe, India, Asia,
Australia and Africa. Additional information can be found at
http://www.softbrands.com/. Contact: Gregg Waldon Chief Financial
Officer SoftBrands, Inc. 612-851-1805 Susan Eich Vice President,
Corporate Communications SoftBrands, Inc. 612-851-6205 Angie Gunter
Vice President, Corporate Communications Infor 678-319-8311 David
Olsen Public Relations Representative for Golden Gate Capital
Coltrin & Associates, Inc. 212-221-1616 DATASOURCE: SoftBrands,
Inc. CONTACT: Gregg Waldon, Chief Financial Officer,
+1-612-851-1805, , or Susan Eich, Vice President, Corporate
Communications, +1-612-851-6205, , both of SoftBrands, Inc.; or
Angie Gunter, Vice President, Corporate Communications of Infor,
+1-678-319-8311, ; or David Olsen of Coltrin & Associates,
Inc., +1-212-221-1616, , Public Relations Representative for Golden
Gate Capital Web Site: http://www.softbrands.com/
http://www.infor.com/ http://www.goldengatecap.com/
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