MINNEAPOLIS, Minn., | SoftBrands, Inc. (NYSE Amex: SBN), a leading 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. Conference Call SoftBrands will host a conference call and webcast today at 11:00am Eastern Time to discuss the agreement. Interested parties may listen to the call by dialing 866-700-0161 or international 617-213-8832 (passcode: 77218589). A live webcast will also be available at SoftBrands' website at http://www.softbrands.com. A replay will be available approximately one hour after the conference call concludes and will remain available through June 19, 2009. The replay number is 888-286-8010 and international 617-801-6888 (passcode: 91176867). Additional Information about the Proposed Transaction and Where You Can Find It
This press release is not a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of SoftBrands, and it is not a substitute for any proxy statement or other filings that may be made with the SEC. In connection with the proposed transaction, SoftBrands intends to file a proxy statement and other relevant materials with the SEC. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF SOFTBRANDS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO AND THE OTHER RELEVANT MATERIALS FILED BY SOFTBRANDS WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive proxy statement will be sent to the stockholders of SoftBrands. The proxy statement and the other relevant materials, when available, and any other documents filed by SoftBrands with the SEC, can be obtained free of charge at the SEC’s website at www.sec.gov and at SoftBrands’ website www.softbrands.com. In addition, stockholders of SoftBrands may obtain free copies of the documents filed with the SEC by contacting SoftBrands Investor Relations at (612) 851-1900 or SoftBrands, Inc., 800 LaSalle Ave., Suite 2100, Minneapolis, Minnesota 55402. Proxy Solicitation SoftBrands and its executive officers and directors may be deemed to be participants in the solicitation of proxies from SoftBrands’ stockholders in connection with the proposed transaction. Information concerning the interests of SoftBrands’ participants in such solicitation, including their respective security holdings, is set forth in SoftBrands’ annual proxy statement, which was filed with the SEC on January 12, 2009. Investors may obtain additional information regarding this transaction, SoftBrands and the interests of SoftBrands’ participants in such solicitation by reading the proxy statement for such transaction when it becomes available.
Contact
Susan Eich
SoftBrands, Inc.
Phone: 612-851-6205
Email: Susan.eich@softbrands.com
Organization
Infor
https://www.infor.com/industries/hospitality/
641 Avenue of the Americas
USA
- New York, NY 10011
Phone: 1 800 260 2640
Recent News
Circa Hospitality Group Chooses Infor HMS to Power Flagship Downtown Las Vegas Properties |
Where Is the Hospitality Industry Headed in 2026? | By Alan Young |
Infor Hospitality teams up with AWS to host Innovation Fest 2025 for hotel leaders |