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American Software makes tender offer for Logility Inc
26
May '09
American Software Inc announced that it is commencing a cash tender offer for all of the outstanding publicly held minority interest in Logility Inc for $7.02 per share in cash. This price represents premiums of approximately 40% and 52% when compared, respectively, to the $5.00 closing price and $4.61 10-day volume weighted average trading price on March 18, 2009, the last trading day prior to the date we announced our intention to make the tender offer. American Software currently owns approximately an 88% equity interest in Logility. If upon expiration of the tender offer American Software owns 90% of Logility's equity, Logility would become a wholly-owned subsidiary of American Software.

"Full ownership of Logility will allow us to fully realize cost synergies and improve operational efficiencies by reducing complexity and eliminating duplication in finance and accounting functions," said James C. Edenfield, President and Chief Executive Officer of American Software. "These cost synergies, when combined with access to all of Logility's cash flow, will significantly benefit American Software in the future."

American Software's only interest is in acquiring the shares of Logility held by the minority shareholders and it has no interest in disposing of its controlling interest in Logility. American Software is making its offer to purchase directly to public shareholders to acquire the portion of Logility it does not already own by means of a tender offer. The transaction will be financed with cash on hand.

"American Software's tender offer provides Logility's shareholders with an excellent opportunity to obtain liquidity at a premium to the share price on March 18, the last trading day before we announced our intention to commence a tender offer," Edenfield added. "Shareholders will additionally benefit from the quick receipt of cash payment that the tender offer structure allows."

Following American Software's announcement that it intended to engage in this tender offer, Logility's Board of Directors formed a special committee consisting of independent directors to consider and evaluate the tender offer. Logility has informed American Software that the Logility special committee will recommend that shareholders accept the tender offer and tender their shares pursuant to the tender offer. Directors of Logility affiliated with American Software did not participate in the evaluation of the proposal.

The tender offer is scheduled to expire on June 22, 2009. American Software's obligation and right to purchase shares at the expiration of the tender offer is subject to the satisfaction of several conditions, including the non-waivable condition that there shall have been validly tendered and not withdrawn before the tender offer expires shares that constitute at least a majority of the outstanding shares not owned by American Software or our affiliates or the directors and executive officers of American Software and Logility (other than directors of Logility who constitute the special committee of independent directors formed to consider the offer).

If the tender offer is consummated, American Software will own shares that constitute at least 90% of the outstanding Logility shares when combined with shares that we already own. After consummation of the tender offer, American Software will promptly cause Logility to consummate a short-form merger in which all shares held by any remaining shareholders will be converted into the right to cash equal to the tender price.

American Software Inc

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