EPICOR BOARD DETERMINES NOT TO PURSUE ELLIOTT ASSOCIATES’ PROPOSAL
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IRVINE, Cali (October 13, 2008) – Epicor Software Corporation (NASDAQ: EPIC), a leading
provider of enterprise business software solutions for the midmarket and divisions of Global
1000 companies, today announced that its Board of Directors has unanimously determined not
to pursue the proposal from Elliott Associates, L.P dated October 1, 2008. The Board
thoroughly reviewed Elliott Associates’ proposal and reached its decision after careful
consideration with its independent financial and legal advisors, UBS Investment Bank and
Wilson Sonsini Goodrich & Rosati.
The following is the text of the letter that was sent on October 13, 2008 to Jesse A. Cohn,
Portfolio Manager, Elliott Associates.
October 13, 2008
Dear Mr. Cohn:
We have reviewed your proposal regarding Epicor Software Corporation. After careful
consideration with our independent financial and legal advisors, the Board of Directors
has unanimously determined not to pursue your proposal. Given the unsettled capital
markets and our current product roadmap, we have only one focus at Epicor and that is
to deliver value to our shareholders and customers.
As you know from our discussions, we have a robust roadmap of products planned over
the next 18 to 24 months, including the launch of Epicor 9 in the fourth quarter of 2008
and continuing enhancements in support of existing customers. With our current and
planned ERP business software and retail solutions, we believe we have a great
opportunity to further establish Epicor as a clear leader in the midmarket and generate
growth for the Company across the board. We have made significant investments into
what we believe will be a top ERP solution of choice for all of the focused vertical
markets we serve. We believe Epicor 9 will provide excellent opportunities for license
growth acceleration in new markets which we plan to address as well as in our installed
base of more than 20,000 customers worldwide.
The members of the Epicor Board of Directors take their responsibilities to Epicor
shareholders extremely seriously. We remain committed to the goal of optimizing
shareholder value.
Sincerely,
/s/ Thomas F. Kelly
Thomas F. Kelly
President and CEO
The Company is on schedule to launch Epicor 9, the only enterprise application that fuses ERP
with Web 2.0 and Enterprise 2.0 capabilities on a proven 100% SOA platform, during the fourth
quarter of 2008. Epicor will be introducing Epicor 9 to its worldwide customer base at
Perspectives 2008, the Company’s customer conference being held in Las Vegas the week of
October 20, 2008. Epicor 9 is the latest example of Epicor’s cohesive, forward-looking product
strategy which emphasizes customer satisfaction as the Company’s number one priority.
Forward-Looking Statements
This press release contains certain statements which may constitute forward-looking statements
under the Private Securities Litigation Reform Act of 1995. These forward-looking statements
include statements regarding future product releases, revenues, cash flows, growth prospects,
installed base of customers, the launch of Epicor 9 and other statements that are not historical
fact. These forward-looking statements are based on currently available competitive, financial
and economic data together with management’s views and assumptions regarding future events
and business performance at the time the statements are made and are subject to risks and
uncertainties. Actual results may differ materially from those expressed or implied in the
forward-looking statements. Such risks and uncertainties include but are not limited to changes
in the demand for Epicor’s products; the timely availability and market acceptance of new
products and upgrades; the impact of competitive products and pricing; the discovery of
undetected software errors; changes in the financial condition of Epicor’s customers; and other
factors discussed in Epicor’s annual report on Form 10-K for the year ended December 31,
2007 and quarterly report of Form 10-Q for the quarter ended June 30, 2008. As a result of
these factors the business or prospects expected by Epicor as part of this announcement may
not occur. Epicor undertakes no obligation to revise or update publicly any forward-looking
statements.
About Epicor Software Corporation
Epicor is a global leader dedicated to providing integrated enterprise resource planning (ERP),
customer relationship management (CRM), supply chain management (SCM) and professional
services automation (PSA) software solutions to the midmarket and divisions of Global 1000
companies. Founded in 1984, Epicor serves over 20,000 customers in more than 140 countries,
providing solutions in over 30 languages. Employing innovative service-oriented architecture
(SOA) and Web services technology, Epicor delivers end-to-end, industry-specific solutions for
manufacturing, distribution, retail, hospitality and services that enable companies to drive
increased efficiency, improve performance and build competitive advantage. Epicor solutions
provide the scalability and flexibility to meet today’s business challenges, while empowering
enterprises for even greater success tomorrow. Epicor offers a comprehensive range of
services with its solutions, providing a single point of accountability to promote rapid return on
investment and low total cost of ownership. Epicor’s worldwide headquarters are located in
Irvine, California with offices and affiliates around the world. For more information, visit
www.epicor.com
Source: Epicor
