Forward Looking Statements
This presentation contains certain statements which constitute forward-looking
statements
under the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include statements regarding expected completion of the transaction, expected
revenues, market share, business model, sales pipelines and opportunities,
competitive advantage and other statements that are not historical fact. These
forward-looking statements are based on currently available competitive,
financial and economic data together with managements views and assumptions
regarding future events and business performance as of the time the
statements are made and are subject to risks and uncertainties. Actual results may differ
materially from those expressed or implied in the forward-looking statements.
Such risks and uncertainties include, but are not limited to, satisfaction of closing
conditions to the transaction, including satisfaction of the conditions to
Apaxs acquisition of Activant, changes in the demand for enterprise resource planning
products, particularly in light of competitive offerings; the timely availability
and market acceptance of new products and upgrades, including Epicor 9; the
impact of competitive products and pricing; the discovery of undetected software
errors; changes in the financial condition of Epicor's major commercial
customers and Epicor's future ability to continue to develop and
expand its product and service offerings to address emerging business demand and
technological trends; and other factors discussed in Epicor's annual report
on Form 10-K for the year ended December 31, 2010 and other reports Epicor files
with the SEC. As a result of these factors the business or prospects expected by
the Company as part of this announcement may not occur. Except as required
by law, Epicor undertakes no obligation to revise or update publicly any
forward-looking statements.
Additional Information and Where to Find
It
The tender offer for the outstanding shares of Epicor Software Corporation
described herein has not yet commenced. This communication is provided for
informational purposes only and is neither an offer to purchase nor a solicitation
of an offer to sell any securities of Epicor Software Corporation pursuant to the
tender offer by Eagle Parent, Inc. (an affiliate of Apax Partners) or
otherwise. Any offers to purchase or solicitations of offers to sell will be made only pursuant
to the Tender Offer Statement on Schedule TO (including the offer to purchase, the
letter of transmittal and other documents relating to the tender offer) which
will be filed with the U.S. Securities and Exchange Commission (SEC) by
Eagle Parent, Inc. and Eagle Merger Sub, Inc., a wholly owned subsidiary of Eagle
Parent. In addition, Epicor Software Corporation will file with
the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect
to the tender
offer. Epicor Software Corporations stockholders
are advised to read these documents, any amendments to these documents and any other documents
relating to the tender offer that are filed with the SEC carefully and in their
entirety prior to making any decision with respect to Eagle Parents tender offer
because they contain important information, including the terms and conditions of
the offer.
This communication may be deemed to be solicitation
material in respect of the proposed acquisition of Epicor by Eagle Parent. In connection with the
proposed acquisition, Epicor intends to file relevant materials with the SEC,
including Epicors proxy statement in preliminary and definitive form. Epicor
stockholders are strongly advised to read all relevant documents
filed with the SEC, including Epicors definitive proxy statement, because
they will contain
important information about the proposed transaction.
Epicor Software Corporations stockholders may obtain copies of these
documents (when they become available) for free at the SEC's website at www.sec.gov
or from Epicors Investor Relations Department at (949) 585-EPIC or
dswright@epicor.com.
Participants in the Solicitation
Epicor and its directors and executive officers, may be deemed to be participants
in the solicitation of proxies from the holders of Epicor common stock in
respect of the proposed transaction. Information about the directors and executive
officers of Epicor is set forth in the proxy statement for Epicors 2010 Annual
Meeting of Stockholders, which was filed with the SEC on April 26, 2010. Investors
may obtain additional information regarding the interest of such participants
by reading the definitive proxy statement regarding the acquisition when it becomes
available.
Epicor Software Corporation ©
2011 Epicor Software Corporation.
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