Softbrands Enters into Definitive Agreement to Be Acquired by Affiliate of Golden Gate Capital and INFOR
DUBLIN – June15, 2009 – SoftBrands, Inc. 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.