Epicor Declares Public Offer for Scala Business Solutions

IRVINE, Calif. and AMSTERDAM, Netherlands, /PRNewswire/ -- Epicor(R)Software Corporation (Nasdaq: EPIC) and Scala(R) Business Solutions N.V. (Euronext: A.SCALA) today announced that Epicor declares its public offer to acquire all issued and outstanding ordinary shares in Scala Business Solutions unconditional.

"We believe that the acquisition of Scala Business Solutions is key to enabling Epicor to expand its midmarket leadership position in the global marketplace, enabling our customers with even greater software applications that deliver value and impact productivity," said George Klaus, chairman, CEO and president of Epicor Software Corporation. "The combined company will have the reach and scale to support global multinationals as well as midmarket enterprise customers with an enhanced worldwide infrastructure for sales, consulting and support and a strong partner channel," said Klaus.

"The combination of Scala and Epicor will create the largest independent midmarket ERP solutions provider based on a Microsoft .NET and Web services environment," said Andreas Kemi, CEO of Scala Business Solutions. "The two companies will become a strong combined global organization delivering software and services to customers in every major developed market area in North America, Europe and Asia Pacific as well as in key emerging markets such as Central and Eastern Europe, Russia, China and Latin America," said Kemi.

"Numerous synergies between the two companies will present significant opportunities for growth and profitability," said Robert Anderson, Gartner analyst and research director. "Both have been successful in their respective markets -- Scala deriving over 75% of its revenue from Europe supporting multinational subsidiaries and divisions of larger corporations with its integrated enterprise solutions, and Epicor with over 75% of its revenues coming from North America delivering industry-specific enterprise solutions for manufacturers, distributors, service oriented companies and hospitality organizations. Together, the two companies create a price-to-value proposition signaling the emergence of one of the more important midmarket ERP players to follow in the near term."

As of the tender closing date, approximately 21.7 million Scala Shares have been tendered into the Offer. Upon the delivery of these Scala Shares, Epicor will hold approximately 93.2% of the issued share capital of Scala. In accordance with the terms and conditions described in the Offering Memorandum and the Prospectus, Epicor will pay US$ 1.8230 in cash and deliver 0.1795 shares of Epicor common stock (and accompanying preferred stock purchase rights) for each validly tendered and delivered Scala Share ultimately on June 18, 2004.

Epicor will conduct a subsequent tender period for holders of Scala Shares who have not yet tendered their shares. Those holders may do so from June 15 until July 5, 2004 and receive the offer price as described in the Offering Memorandum and the Prospectus. Payment of the offer price with respect to the Scala Shares tendered in the subsequent tender period will take place ultimately on July 8, 2004.

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