IRVINE, Calif. and AMSTERDAM, Netherlands, Dec. 12 /PRNewswire/ -- Epicor® Software Corporation (Company Profile, Past Stories, Case Studies) and Scala Business Solutions N.V. (Euronext: A.SCALA) today announced Epicor's friendly public offer to acquire all issued and outstanding shares of Scala. The offer is made up of a cash price of US$1.8230 per Scala share plus 0.1795 shares of Epicor's common stock, subject to adjustment as described below.
 
The Epicor common stock component of the transaction is subject to a 20% downwards protection for the shareholders of Scala. Any decrease in the value of the common stock of Epicor below a floor of US$10.21 per share (Epicor's closing stock price on November 13, 2003) during the 10 trading day period, ending 2 full Nasdaq trading days prior to the day on which the tender period ends, will be compensated in cash by an increase in the offer price up to US$ 0.3665 per share.
 
Creating a Global Midmarket Leader
 
The merger would create the largest independent midmarket provider of collaborative enterprise resource planning (ERP), customer relationship management (CRM) and supply chain management (SCM) applications based on Microsoft's .NET platform and Web services.
 
"The combination of Epicor and Scala creates a strong international midmarket player that will give our customers continuing access to the business solutions that drive greater value for them and, in turn, for our shareholders," said George Klaus, Chairman, CEO and President of Epicor. "In particular, we are very excited about the synergies both companies have with our complementary product lines. We will continue to develop, support and enhance the iScala products, as well as Epicor's current product lines. In the longer term, we will identify future product development that leverages the functional synergies of the combined company's products on Microsoft .NET and Web services."
 
"With our shared vision of improving the business success of our customers worldwide, we will continue to deliver compelling Microsoft-based solutions that help them drive their sales and grow their profits, wherever they do business," said Andreas Kemi, Chief Executive Officer of Scala.
 
With projected 2004 annual revenues of approximately $250 million, the combined company will expand its global presence with worldwide coverage of sales, consulting and support for midmarket and large multinationals as well as local enterprises, offering a broad suite of integrated solutions that have been implemented by more than 20,000 customers worldwide. The planned combination is expected to be accretive to Epicor's GAAP earnings in the second quarter 2004 and for the fiscal year 2004.
 
Epicor believes that there are a number of potential benefits of the proposed acquisition of Scala, including:

• The strong global organization of the combined company, which will be able to deliver software and services to customers in major developed markets in North America, Western Europe, Australia and New Zealand as well as in key emerging markets, such as Central and Eastern Europe, Russia, China and Latin America.
• The combined company's ability to offer a range of Microsoft technology-based products that are broader and deeper in functionality and delivered to market faster than either Epicor or Scala could offer independently.
• As a result of the merger, the combined company will have a global infrastructure in place to continually monitor and rapidly respond to customer needs, providing enhanced development, sales, service and support of leading-edge software technology and solutions.
• The combined company will enable Epicor to diversify its revenues by combining the complementary strengths of Epicor and Scala across markets and product lines.
• Relative to Epicor or Scala independently, the combined company will be better positioned for growth due to an expanded presence in key growing vertical markets, including financial services, consumer packaged goods, professional services, automotive, industrial machinery, light engineering, electronics, hospitality, pharmaceuticals and non-profit.
• Relative to Epicor or Scala independently, the combined company will be able to realize greater operational efficiency by putting unused capacity to work and eliminating duplicative expenses, including general and administrative, research and development, facilities, and technical support.
• The two companies have collaborative expertise and share a strategic vision of providing their customers with comprehensive software solutions across business processes.

1. such number of Scala shares are tendered as, together with Scala shares, directly or indirectly, held by Epicor for its own account at the Tender Closing Date, represent at least 95% of the issued and outstanding Scala shares at the Tender Closing Date;
2. no third party has obtained the right to acquire or will have agreed to acquire or take up Scala shares to be issued by Scala or agreed to acquire a substantial part of the assets or business of Scala or Scala's group companies;
3. the Scala Managing Board and the Scala Supervisory Board have not resolved to revoke their unanimous favorable recommendation of the offer;
4. all regulatory approvals necessary for the offer have been obtained prior to the Tender Closing Date;
5. the offer has not been rendered impossible in part or in whole or materially adversely affected by any decisions of competent courts or authorities;
6. prior to the Tender Closing Date there have been no material facts or circumstances which were not known to Epicor as of the date of this press release (including, but not limited to, national and/or international extraordinary developments in financial, political and/or economic circumstances) and which would be of such a very significant impact on the value of the business of Scala that Epicor could not reasonably be expected to declare the offer unconditional;
7. no event has occurred and is continuing which (i) makes it illegal or otherwise prohibits Epicor from declaring the offer unconditional in accordance with the Merger Protocol or from accepting the Scala shares tendered under the offer, (ii) imposes material limitations on Epicor's ability to acquire, hold or exercise full rights of ownership of the Scala shares tendered under the offer, or (iii) requires divestiture by Epicor or any of its subsidiaries of any Scala shares or of any part of Epicor's business or the business of Scala;
8. Scala has not breached the Merger Protocol in a material respect relevant to Epicor's determination to declare the offer unconditional;
9. Prior to the Tender Closing Date, no notification has been received from the AFM that the offer has been made in conflict with Chapter IIa of the Act on the Supervision of the Dutch Securities Trade 1995 (Wte 1995) in which case the securities institutions, pursuant to section 32a of the Decree on the Supervision of the Securities Trade 1995, would not be allowed to co-operate with the settlement of the offer and Euronext has not suspended and continued to suspend the listing of the Scala Shares on Euronext; and
10. the Registration Statement to register the shares of Common Stock in the exchange offer has been declared effective under the U.S. Securities Act of 1933, as amended, and is not subject of any stop orders or proceedings seeking a stop order.