Planned Reclassification Simplifies Equity
Capital Structure and Improves Corporate Governance
American Software, Inc. (NASDAQ: AMSWA) (“American Software” or
the “Company”), a leading provider of innovative AI-powered supply
chain planning software, today announced it has entered into an
agreement (the “Reclassification Agreement”) with James C.
Edenfield (the “Class B Shareholder”), the sole, beneficial owner
of all of the issued and outstanding shares of the Company’s Class
B Common Stock, par value $0.10 per share (the “Class B Common
Stock”). Under the terms of the Reclassification Agreement, the
Company’s Class B Common Stock will be eliminated subject to
receipt of shareholder approval (the “Reclassification
Transaction”). The Company’s Board of Directors has approved and
will recommend that the shareholders approve certain amendments to
the Company’s Amended and Restated Articles of Incorporation (the
“Second Amended and Restated Articles”) to effectuate the
Reclassification Transaction at the Company’s 2024 Annual Meeting
of Shareholders (the “Annual Meeting”).
Under the terms of the Reclassification Agreement, each
outstanding share of the Company’s Class B Common Stock will be
exchanged for 1.2 shares of the Company’s Class A Common Stock, par
value $0.10 per share (“Class A Common Stock”).
The Reclassification Transaction follows the Board of Directors’
previously announced review of financial and capital structural
alternatives to create shareholder value and enhance the Company’s
corporate governance practices.
”We believe the elimination of the dual class structure will
enhance long-term value for all shareholders by aligning voting
rights with economic interests,” said Allan Dow, CEO and President
of American Software. “Simplifying our capital structure also
improves our corporate governance and broadens our appeal to
investors.”
The closing of the Reclassification Transaction is subject to
approval by the affirmative vote of the holders of (i) a majority
of the issued and outstanding shares of Class A Common Stock and
Class B Common Stock entitled to vote, voting together as a single
class, and (b) a majority of the issued and outstanding shares of
Class A Common Stock held by the Unaffiliated Common Shareholders
(as defined in the Reclassification Agreement). Under the terms of
the Reclassification Agreement, the Class B Shareholder has agreed
to vote to approve the Reclassification Transaction at the Annual
Meeting.
The Company will be seeking shareholder approval of the
Reclassification Transaction and the Second Amended and Restated
Articles at its Annual Meeting.
Houlihan Lokey Capital, Inc. acted as financial advisor to the
Company, and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
acted as legal advisor to the Company.
About American Software
Atlanta-based American Software, Inc. (NASDAQ: AMSWA), through
its operating entity Logility, delivers prescriptive demand,
inventory, manufacturing, and supply planning tools – helping to
provide executives the confidence and control to increase margins
and service levels, while delivering sustainable supply chains.
Serving clients such as Big Lots, Carter’s, Destination XL,
Hostess, Husqvarna Group, Jockey International, Johnson Controls,
Parker Hannifin, Red Wing Shoe Company, Spanx, Dole Fresh
Vegetables, Inc., and Fender Musical Instrument Co, our solutions
are marketed and sold through a direct sales team as well as an
independent global value-added reseller distribution network.
Our engineered approach drives team alignment for over 650
customers in 80 countries with prioritized, value-focused outcomes.
For more information about Logility, please visit www.logility.com.
Logility is a wholly-owned subsidiary and operating entity of
American Software, Inc. (NASDAQ: AMSWA). You can learn more about
American Software at www.amsoftware.com or by calling (404)
364-7615 or email kliu@amsoftware.com.
Forward-Looking Statements
This press release contains forward-looking statements that are
subject to substantial risks and uncertainties. There are a number
of factors that could cause actual results or performance to differ
materially from what is anticipated by statements made herein.
These factors include, but are not limited to, continuing U.S. and
global economic uncertainty and the timing and degree of business
recovery; the irregular pattern of the Company’s revenues;
dependence on particular market segments or customers; competitive
pressures; market acceptance of the Company’s products and
services; technological complexity; undetected software errors;
potential product liability or warranty claims; risks associated
with new product development; the challenges and risks associated
with integration of acquired product lines, companies and services;
uncertainty about the viability and effectiveness of strategic
alliances; the Company’s ability to satisfy in a timely manner all
SEC required filings and the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002 and the rules and regulations adopted
under that Section; as well as a number of other risk factors that
could affect the Company’s future performance. The words “will”,
“may”, “believes”, “anticipates”, “thinks”, “expects”, “estimates”,
“plans”, “intends” and similar expressions are intended to identify
forward-looking statements. Forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those anticipated by these forward-looking
statements. In addition, any statements which refer to
expectations, projections or other characterizations of future
events or circumstances, statements involving a discussion of
strategy, plans or intentions, statements about management’s
assumptions, projections or predictions of future events or market
outlook and any other statement other than a statement of present
or historical fact are forward-looking statements. The inclusion of
any statement in this press release does not constitute an
admission by the Company or any other person that the events or
circumstances described in such statement are material. In
addition, new risks may emerge from time to time and it is not
possible for management to predict such risks or to assess the
impact of such risks on our business or financial results.
Accordingly, future results may differ materially from historical
results or from those discussed or implied by these forward-looking
statements. Given these risks and uncertainties, the reader should
not place undue reliance on these forward-looking statements.
These risks and uncertainties include, but are not limited to,
the following: the Reclassification Transaction proposal, including
projections as to the anticipated benefits of the proposed
Reclassification Transaction, the impact of the proposed
Reclassification Transaction on the Company’s business and future
financial and operating results and capital structure following the
closing of the proposed Reclassification Transaction and the
closing date for the proposed transaction, are based on
management’s estimates, assumptions and projections, and are
subject to significant uncertainties and other factors, many of
which are beyond the Company’s control. The foregoing review of
important factors should not be construed as exhaustive and should
be read in conjunction with the other cautionary statements that
are included elsewhere. Additional information concerning risks
that could cause actual future performance or events to differ from
current expectations are described under "Risk Factors" in our
Annual and Quarterly Reports on Forms 10-K and 10-Q, respectively,
and in the other reports and documents that we file with the United
States Securities and Exchange Commission. We expressly disclaim
any obligation to update any of these forward-looking statements,
except to the extent required by applicable law.
IMPORTANT ADDITIONAL INFORMATION
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The Company intends to
file a proxy statement with the SEC in connection with the
solicitation of proxies for the Annual Meeting. Any definitive
proxy statement will be made available to the Company’s
shareholders. THE COMPANY’S SHAREHOLDERS ARE URGED TO READ ANY
PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
These and other SEC filings made by the Company may be obtained
(when available) without charge at the SEC’s website at www.sec.gov
and at the investor relations section of the Company’s website at
www.amsoftware.com/investor-relations/. In addition, investors and
security holders will be able to obtain free copies of these
documents from the Company by directing a request to Investor
Relations, 470 E. Paces Ferry Rd., Atlanta, GA, 30305.
PARTICIPANTS IN THE SOLICITATION
The directors and executive officers of the Company and other
persons may be considered participants in the solicitation of
proxies from shareholders in connection with the proposed
Reclassification Transaction. Information regarding the Company’s
directors and executive officers is available in the Company’s most
recent proxy statement for the 2023 Annual Meeting of Shareholders
held on August 22, 2023, which was filed with the SEC on July 27,
2023, and the Company’s other filings with the SEC. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
contained in the proxy statement for the Annual Meeting when it
becomes available.
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version on businesswire.com: https://www.businesswire.com/news/home/20240411089829/en/
Investor Contact: Kevin Liu kliu@amsoftware.com (626)
424-1535
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