Epicor Board of Directors Affirms Its Recommendation that Stockholders Reject Elliott Associates’ Highly Conditional Extended Offer and Not Tender Their Shares
IRVINE, Calif. (November 20, 2008) – Epicor Software Corporation (NASDAQ:EPIC), a leading
provider of enterprise business software solutions for the midmarket and divisions of Global
1000 companies, today issued the following statement in response to Elliott Associates L.P.’s
recent announcement that it has extended the expiration for its tender offer.
The Epicor Board of Directors continues to unanimously recommend that stockholders reject the
Elliott Associates tender offer and not tender their shares. The Board continues to believe that
Elliott Associates’ offer is highly conditional, opportunistic and would deprive stockholders from
benefiting from the value associated with Epicor’s current and planned ERP and Retail business
software solutions, including the release of Epicor 9 which will become generally available
during the fourth quarter.
For the reasons specifically set forth in Epicor’s Schedule 14D-9, as amended, the Board
remains confident that the successful execution of Epicor’s business plan, including its product
strategy and roadmap, would provide greater value to stockholders than that provided by the
offer. Epicor is in an excellent position to expand market share and drive revenue growth by
exploiting its near and long term opportunities in each of its markets.
The Company remains focused on building sustained growth and creating stockholder value
through the execution of Epicor’s business plan. The combination of ERP and Retail solutions
and the flexibility built into the Company’s business model helps ensure that Epicor can rapidly
adapt to whatever market conditions the Company may face in the most efficient and effective
manner. Stockholders are poised to benefit from the value of cost reduction initiatives which
Epicor recently announced to drive productivity and efficiency throughout the Company.
Specifically, Epicor announced that it expects to achieve annual savings of between $16 million
and $20 million annually as a result of these initiatives.
The Epicor Board urges stockholders not to tender their shares. If stockholders have tendered
their shares, they can withdraw them. Stockholders needing assistance in withdrawing shares
from the Elliott Associates tender offer may call Epicor’s information agent, Innisfree M&A
Incorporated, toll-free at 1-888-750-5834.
Wilson Sonsini Goodrich & Rosati is acting as legal advisor and UBS Investment Bank is acting
as financial advisor to Epicor.
Source: Epicor
