CAM Commerce Solutions, Inc. to Be Acquired by an Affiliate of Great Hill Partners in a Transaction Valued at Approximately $180
June 10 2008 - 12:12AM
Marketwired
FOUNTAIN VALLEY, CA and BOSTON, MA (NASDAQ: CADA), a leading
provider of highly integrated retailing and payment processing
solutions for small to medium size traditional and eCommerce
businesses, announced today that it has entered into a definitive
merger agreement under which an affiliate of Great Hill Partners
("GHP"), a leading private equity investment firm, will acquire all
of the issued and outstanding shares of CAM Commerce Common Stock
for $40.50 per share. The transaction results in an equity value
for the Company of approximately $180 million.
CAM Commerce's Board of Directors and GHP have approved the
transaction, which is subject to approval by the stockholders of
CAM Commerce, the expiration of the waiting period under the Hart
Scott Rodino Antitrust Improvements Act of 1976 and satisfaction of
other customary closing conditions. The transaction is not subject
to any financing contingency. A special meeting of CAM Commerce
stockholders to consider and vote on the proposed merger will be
called and held as promptly as possible, consistent with the
requirements of the Securities and Exchange Commission ("SEC"), The
Nasdaq Stock Market and Delaware law. The transaction is expected
to close in the fourth quarter of CAM Commerce's fiscal year ending
September 30, 2008. Upon closing, CAM Commerce will no longer be
publicly traded and the surviving corporation in the merger will be
privately owned by an affiliate of GHP.
Geoff Knapp, Chairman and CEO of CAM Commerce, said, "We believe
this transaction delivers outstanding value for our stockholders.
Following an extensive review of our strategic alternatives, our
Board of Directors concluded that this transaction is in the best
interests of our Company and our stockholders. While we have seen
excellent growth in recent years, our stock has a small float and
continues to be thinly traded. This transaction provides liquidity
for our shareholders at a premium price."
Matt Vettel, Managing Partner at GHP, commented, "CAM Commerce
has built a premier solution that provides both retail management
systems and integrated payment processing for credit, debit, and
gift cards. We are excited to work with CAM's management and
employees to help grow the business and achieve the Company's long
term goals."
RBC Capital Markets is acting as financial advisor to CAM
Commerce. Stradling Yocca Carlson & Rauth is acting as legal
advisor to CAM Commerce. Kirkland & Ellis LLP is acting as
legal advisor to Great Hill Partners.
About CAM Commerce
CAM Commerce designs, develops, markets, installs and services
highly integrated retailing and payment processing solutions for
small to medium size traditional and eCommerce businesses based on
the company's open architecture software. These integrated
solutions include credit and debit card processing, inventory
management, point of sale, accounting, Internet sales, gift card
and customer loyalty programs, and extensive management reporting.
You can visit CAM Commerce at www.camcommerce.com.
About GHP
GHP is a private equity firm that manages over $2.5 billion in
capital to finance the expansion, recapitalization or acquisition
of growth companies in a wide range of sectors within the business
and consumer services, media, communications and software
industries. GHP targets investments of $50 million to $150 million.
For more information, please visit www.greathillpartners.com.
Additional Information and Where to Find It
This press release may be deemed to be soliciting material
relating to the proposed merger between CAM Commerce and an
affiliate of GHP. In connection with the proposed merger, CAM
Commerce will file a proxy statement with the SEC. INVESTORS AND
SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION. Investors and security holders
may obtain a free copy of the proxy statement (when available) and
other documents filed by CAM Commerce at the SEC's website at
http://www.sec.gov. The proxy statement and other relevant
documents may also be obtained for free from CAM Commerce by
directing such request to 17075 Newhope Street, Suite A; Fountain
Valley, CA 92708, Attn: Paul Caceres. CAM Commerce's directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of CAM Commerce in
connection with the proposed transaction. Information about the
directors and executive officers of CAM Commerce is set forth in
the proxy statement for CAM Commerce's 2007 Annual Meeting of
Stockholders, which was filed with the SEC on April 19, 2007.
Investors and security holders may obtain additional information
regarding the interest of such participants by reading the proxy
statement regarding the proposed transaction when it becomes
available.
Forward-Looking Statements
Certain statements in this press release, including statements
about the potential benefits of the proposed acquisition to CAM
Commerce stockholders, customers, partners and employees and about
the expected closing of the proposed acquisition and other
statements about our plans, objectives, intentions, and
expectations are "forward-looking statements" within the meaning of
the Securities Exchange Act of 1934, as amended. These
forward-looking statements include statements regarding benefits of
the proposed transaction and the completion of the transaction.
These statements are based on the current expectations of
management of CAM Commerce. There are a number of risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements included in this document. For
example, among other things, (1) CAM Commerce may be unable to
obtain stockholder approval or regulatory approvals required for
the transaction; (2) the transaction may involve unexpected costs,
unexpected liabilities or unexpected delays; (3) the businesses of
CAM Commerce may suffer as a result of uncertainty surrounding the
transaction; and (4) CAM Commerce may be adversely affected by
other economic, business, and/or competitive factors. Additional
factors that may affect the future results of CAM Commerce are set
forth in its filings with the SEC. CAM Commerce disclaims any
obligation to update any such forward-looking statements after the
date of this release.
Investor Relations Contact: CAM Commerce Solutions Investor
Relations Paul Caceres Email Contact (714) 241-9241 Great Hill
Partners Matthew Vettel Managing Partner Email Contact (617)
790-9432
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