Epicor acquires specialty retail market leader NSB

18 Dec '07

3 min read

Epicor Software Corporation, a leading provider of enterprise business software solutions for the midmarket and divisions of Global 1000 companies, and NSB Retail Systems PLC, a leading global provider of software solutions and services for the specialty retail market, jointly announced that the companies' respective Boards of Directors have reached agreement on the terms of the recommended acquisition of NSB by Epicor pursuant to a scheme of arrangement under section 425 of the United Kingdom Companies Act 1985 whereby shareholders of NSB will receive 38 pence in cash per NSB ordinary share.

The terms of the transaction value the fully diluted share capital of NSB at approximately GBP 160 million (approximately $322 million USD, based on the US$:GBP exchange rate on December 14, 2007). As of June 30, 2007, NSB had cash and equivalents balance of $34.6 million and no debt.

NSB's Board of Directors unanimously recommends that NSB Shareholders vote in favor of the Scheme at the Court Meeting and in favor of the special resolution to approve the Scheme and related matters to be proposed at the NSB General Meeting, which are expected to be held on or around January 16, 2008.

Epicor has received undertakings to vote in favor of the Scheme at the Court Meeting to approve the Scheme from certain NSB Shareholders representing approximately 31.2 percent of the existing issued ordinary share capital of NSB entitled to vote at the Court Meeting and approximately 36.9 percent of the existing issued share capital of NSB entitled to vote at the NSB General Meeting.

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