Illinois Tool Works to Acquire Click Commerce

Click Commerce, Inc. (Chicago) announced that it had reached a definitive agreement with Illinois Tool Works Inc. (Glenview, Ill.) pursuant to which ITW will make a cash tender offer to acquire all of the common stock of Click Commerce, Inc., a leading provider of on-demand supply chain management solutions for a variety of worldwide industries.

As part of the agreement, ITW would purchase all of Click Commerce's outstanding shares for $22.75 per share. The total value of the transaction, including payment for outstanding stock options, would be approximately $292 million. The boards of directors of both companies have approved the transaction. ITW has agreed to commence the tender offer by Sept. 18, 2006. The tender offer will be open for at least 20 business days during the initial tender period and may be extended under certain circumstances. The agreement also provides for the payment to ITW of a $10 million cash termination fee by Click Commerce upon the occurrence of certain specified events. The purchase of shares pursuant to the tender offer would be followed by a merger that would result in any nontendering stockholders of Click Commerce receiving the same $22.75 per share in cash in the merger as tendering stockholders receive pursuant to the tender offer. The closing of the transaction is subject to certain conditions, including the tender of at least a majority of Click Commerce's shares and regulatory approval. Closing is expected to take place in the 2006 fourth quarter. The foregoing discussion is qualified in its entirety by the definitive agreement between the parties, which will be filed shortly as an exhibit to a Click Commerce filing with the Securities and Exchange Commission.

"Click Commerce has built a strong and profitable business working with manufacturing and industrial companies; business segments that we know well," said David B. Speer, chairman and chief executive officer of ITW. "As a part of ITW, the company represents a platform for growth for us. It is well positioned to expand its value-added software solutions to deliver a range of solutions that solve the increasingly-complex problems of today's supply chains."

Source: Click Commerce, Inc.

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