Epicor Board of Directors Responds to Elliott Associates’ Revised Tender Offer with Lower Price per Share
Recommends Stockholders Not Tender Their Shares into Highly Conditional Offer
IRVINE, Calif. (November 05, 2008) – Epicor Software Corporation (NASDAQ: EPIC), a leading
provider of enterprise business software solutions for the midmarket and divisions of Global
1000 companies, today responded to Elliott Associates, L.P.’s announcement that it is reducing
its previous unsolicited conditional offer to acquire all of Epicor’s outstanding shares from $9.50
per share in cash to $7.50 per share in cash and extending the expiration date of its tender
offer. The Board of Directors met to consider the revised offer and unanimously recommends
that stockholders reject the offer.
The basis for the Board’s unanimous decision to reject Elliott Associates’ previous $9.50 per
share offer, which the Board continues to believe is relevant in the context of the revised $7.50
per share offer, is set forth in Epicor’s Schedule 14D-9 filed on October 28, 2008, with the
Securities and Exchange Commission.
As reported by Elliott Associates, only 82,094 of Epicor’s outstanding shares, or approximately
0.14% of the total, tendered into Elliott Associates’ offer as of November 3, 2008.
“Elliott Associates has reduced the price of the highly conditional offer made to Epicor
stockholders on October 1, 2008 which our Board of Directors thoroughly reviewed and
unanimously determined to be contrary to the best interests of Epicor’s stockholders,” said Tom
Kelly, president and CEO of Epicor.
“Our Board of Directors has maintained from the beginning, and continues to believe, that Elliott
Associates’ offer is opportunistic and would deprive stockholders from benefiting from the value
associated with Epicor’s current and planned retail and ERP business software solutions,
including Epicor 9 which will become generally available during the fourth quarter,” continued
Mr. Kelly. “As we have said in our SEC filings, 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.”
“The recommendation of our Board of Directors that stockholders not tender their shares to
Elliott Associates remains unchanged,” concluded Mr. Kelly.
Wilson Sonsini Goodrich & Rosati is acting as legal advisor and UBS Investment Bank is acting
as financial advisor to Epicor.
Source: Epicor
