SSA Global, a leading global provider of extended enterprise solutions and services, has 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.
SSA Global is represented in sub-Saharan Africa by Softworx, a member of the EOH group of companies.
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 JP Morgan Securities Inc. Infor was advised by Kirkland & Ellis LLP. Financing for the acquisition will be arranged by JP 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.
"With Infor and SSA Global`s demonstrated customer-centric approach this transaction augurs very well for our combined local customers in giving them further substance and comfort that their investments are backed by growing and solid organisations," said Jane Thomson, managing director of SSA Global`s sub-Saharan master reseller, Softworx.
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 Web site 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.
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Delivering business solutions with a difference.
Softworx is a successful South-African business applications company that prides itself in being able to deliver world-class products to its extensive customer base, which includes a number of Fortune 500 companies. In addition, Softworx supports clients in industries ranging from manufacturing, retail, distribution and financial to supporting various government entities. The company is dedicated to marketing, implementing and providing support for its range of complimentary software products to medium and large enterprises that require effective solutions to optimise their business processes.
Softworx has positioned itself as a leading provider of business applications in South Africa specialising in end-to-end business solutions. The company prides itself in being able to deliver true value to its customers through the implementation of business solutions based on a powerful combination of leading edge products and consultancy. As a wholly owned subsidiary of EOH, Softworx has increased the number of services and products that can be offered to its customers from within the group.
EOH
EOH is a business and technology solutions provider creating lifelong partnerships by developing business and IT strategies, supplying and implementing solutions and managing enterprise-wide business systems and processes for medium to large clients. EOH operates in the following three clusters of business units as a fully integrated business:
Consulting - Concentrated under the EOH Consulting brand are business units offering services ranging from strategic and business process consulting, project services, change management, supply chain optimisation and education. The EOH Consulting business unit is responsible for delivering IT solutions that make business sense. We focus on providing remarkable technology solutions using robust methodologies to perform along the following four dimensions of IT excellence:
* Business-alignment
* Quality
* Risk management
* Cost management
Technology - Through a number of subsidiary companies, EOH is able to sell, implement, and support a range of world-class business applications including enterprise resource planning (ERP), customer relationship management (CRM), business intelligence, advanced planning and scheduling, e-commerce and manufacturing execution systems (MES).
Outsourcing - EOH offers comprehensive maintenance and support of client`s IT infrastructure and applications through the rendering of full IT outsourcing, application hosting and managed services. In addition, EOH offers full business process outsourcing (BPO) services.
EOH has a presence in all major centres in South Africa and Botswana, and operates in the rest of Africa.
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/.
SSA Global
SSA Global (NASDAQ: SSAG) is a leading provider of extended ERP solutions for manufacturing, distribution, retail, services and public organisations 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 www.ssaglobal.com.
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