SoftBrands to Hold Special Meeting of Stockholders August 12 to Approve Definitive Agreement to Be Acquired by Affiliate of Gold
July 07 2009 - 4:32PM
PR Newswire (US)
SoftBrands Receives Notification of Early Termination of HSR Review
MINNEAPOLIS, July 7 /PRNewswire-FirstCall/ -- SoftBrands, Inc.
(NYSE Amex: SBN), a global supplier of enterprise application
software, has established a record date and a special meeting date
for the Company's stockholders to consider and vote on the proposal
to adopt the previously announced agreement to be acquired by an
affiliate of Golden Gate Capital and Infor. On June 12, 2009
SoftBrands announced that it had 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
stockholders of record at the close of business July 8, 2009 are
entitled to notice of the special meeting and to vote on the
adoption of the agreement. The special meeting is scheduled for
Wednesday, Aug. 12, 2009 at 3:00 p.m. central time, at the offices
of Dorsey & Whitney LLP, 15th floor, 50 South Sixth Street,
Minneapolis, Minn. 55402. The definitive proxy statement for the
special meeting will be filed with the Securities and Exchange
Commission and mailed to stockholders on or about July 13, 2009. On
July 6, 2009, SoftBrands received notification that the U.S.
Department of Justice and Federal Trade Commission had granted
early termination of the Hart-Scott-Rodino waiting period for the
proposed transaction. The closing of the proposed transaction
remains subject to customary conditions, including approval of
SoftBrands stockholders. 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
http://www.sec.gov/ and at SoftBrands' website
http://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. Cautionary
Statement Regarding Forward-Looking Statements This message may
contain forward-looking statements based on current expectations,
estimates and projections about our industry, management's beliefs,
and certain assumptions made by the companies. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," "may," "will" and variations of these words or similar
expressions are intended to identify forward-looking statements.
These statements include, but are not limited to statements
regarding the impact of the transaction, including but not limited
to, the companies' expectations with respect to the combined
companies available solutions, leadership position, competitive
strengths and positioning; client base; the approval of the
transaction by stockholders and regulators; the satisfaction of the
closing conditions to the transaction; the completion of the
transaction on stated terms; and the timing of the completion of
the transaction. Such statements speak only as of the date hereof
and are subject to change. The companies undertake no obligation to
revise or update publicly any forward-looking statements for any
reason. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual results could
differ materially and adversely from those expressed in any
forward-looking statements as a result of various factors.
Important factors that may cause such a difference include, but are
not limited to, the risk the companies' businesses and their
relationships with customers, employees or suppliers could suffer
due to the uncertainty relating to the transaction; that the
transaction may not be consummated, may be consummated on different
terms or may be delayed; that anticipated synergies and strategic
benefits from the transaction may not be fully realized; that a
failure to satisfy conditions to close the transaction, including
obtaining the requisite regulatory and stockholder approvals, may
occur; and the various other risks and uncertainties described in
the "Risk Factors" section of SoftBrands' Annual Report on Form
10-K for the year ended September 30, 2008, and the general
economic and political conditions and specific conditions that may
impact company operations. Further information on SoftBrands,
including additional risk factors that may affect forward looking
statements, is contained in its Annual Report on Form 10-K and in
its other SEC filings that are available through the SEC's website
(http://www.sec.gov/). About Golden Gate Capital Golden Gate
Capital is a San Francisco-based private equity investment firm
with approximately $8 billion of capital under management. Golden
Gate is dedicated to partnering with world-class management teams
to invest in change-intensive, growth businesses. The firm targets
investments where there is a demonstrable opportunity to
significantly enhance a company's value. The principals of Golden
Gate have a long and successful history of investing with
management partners across a wide range of industries and
transaction types, including leveraged buyouts, recapitalizations,
corporate divestitures and spin-offs, build-ups and venture stage
investing. For more information, visit
http://www.goldengatecap.com/. About Infor Based in Alpharetta,
Georgia, USA, Infor is one of the largest private software
companies in the world. Today the company has revenues of USD $2
billion, over 8,000 employees and more than 70,000 customers.
Infor's vision is to change what businesses expect from an
enterprise software provider. Infor develops and acquires proven
software products that have rich, built-in functionality. Then it
makes them better. Infor invests resources into product innovation
and enhancement and works hard to simplify and shorten
implementation times. It enables software, services, and support
globally. And it provides more flexible buying options. For more
information, visit http://www.infor.com/. About SoftBrands
SoftBrands, Inc is a leader in providing software solutions for the
businesses in the manufacturing and hospitality industries
worldwide. The company has established a global infrastructure for
distribution, development and support of enterprise software, and
has approximately 5,000 customers in more than 100 countries
actively using its manufacturing and hospitality products.
SoftBrands, which has approximately 740 employees, is headquartered
in Minneapolis with branch offices in Europe, India, Asia,
Australia and Africa. Additional information can be found at
http://www.softbrands.com/. Contact: Gregg Waldon Chief Financial
Officer SoftBrands, Inc. 612-851-1805 Susan Eich Vice President,
Corporate Communications SoftBrands, Inc. 612-851-6205 DATASOURCE:
SoftBrands, Inc. CONTACT: Gregg Waldon, Chief Financial Officer,
+1-612-851-1805, , or Susan Eich, Vice President, Corporate
Communications, +1-612-851-6205, , both of SoftBrands, Inc. Web
Site: http://www.softbrands.com/ http://www.goldengatecap.com/
http://www.infor.com/
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