Re: Infor purchases GEAC? - Press Release

Here is the full press release that came out today:

o  GOLDEN GATE CAPITAL TO ACQUIRE GEAC COMPUTER CORPORATION FOR
   APPROXIMATELY US$1.0 BILLION, CASH PRICE OF US$11.10 PER SHARE

o  Fortified Financial Position, Deep Global Presence and Expanded
   Development Initiatives Provide Increased Benefits For Customers
   and Strong Opportunities for Employees

SAN FRANCISCO, California, MARKHAM, Ontario and WALTHAM, Massachusetts -
November 7, 2005 - Golden Gate Capital, a private equity firm focused on
investing in high-growth businesses in change intensive industries, and
Geac Computer Corporation Limited (TSX: GAC and NASDAQ: GEAC) today
announced that they have reached a definitive agreement for Golden Gate
Capital to acquire Geac in an all-cash transaction valued at US$11.10
per share (which, based on Friday's Bank of Canada exchange rate, was
CDN$13.11), or approximately US$1.0 billion, pursuant to a plan of
arrangement.

The agreement has received unanimous approval from Geac's Independent
Committee and Board of Directors.  The Independent Committee was advised
by Bear, Stearns & Co. Inc.  The Independent Committee also received a
fairness opinion from CIBC World Markets.  The parties anticipate
closing the transaction in the first calendar quarter of 2006.  The
closing is subject to certain customary closing conditions, including
receipt of required regulatory approvals and Geac shareholder and court
approval of the plan of arrangement.

Commenting on the transaction, Charles S. Jones, President and CEO of
Geac said, "Today's announcement provides outstanding opportunity for
all of our key stakeholders.   For shareholders, we have achieved an
offered price of US$11.10, a per share value which represents a 27.0%
premium over Friday's trading price and a 38.7% premium to enterprise
value.  For our customers and employees, this proposed transaction and
the resources available through it provide a long-term future for our
business.  Geac has capitalized on its industry-specific focus and
expertise in the Manufacturing, Government, Financial Services,
Healthcare and Retail sectors.  Our vertical market success should be
enhanced by the current initiatives and momentum within the Golden Gate
portfolio."

With today's transaction price, Geac's share price, in US dollar terms,
has increased by nearly 276.0%, since Mr. Jones became Chairman of the
company five years ago, compared to the NASDAQ Index Composite decrease
of 38.6% and the TSX Index increase of 6.8%, during the same period.
"At the annual meeting, we noted the most important trend in our
industry is consolidation.  This economic paradigm cannot be ignored.
The unique combination of our business with several of Golden Gate's
software investments provides the extraordinary opportunity to deliver
the greatest value to each and every stakeholder group.  Importantly,
success in the software industry today derives from the strength of size
and scale - the scale to invest in new products, in marketing and in a
global sales force," Mr. Jones continued.

"The technology businesses we acquire are carefully selected based on
their growth potential and ability to deliver vertically specific
enterprise software offerings and deep market expertise to their
customers. Golden Gate Capital views Geac as a natural addition to this
successful strategy," said David Dominik, Managing Director of Golden
Gate Capital, which has more than $2.5 billion under management.
"Golden Gate Capital looks at acquisitions with a different perspective
than most private equity firms.  We seek to integrate companies that can
grow significantly faster together than they could on their own.  This
strategy has been implemented successfully by Concerto/Aspect Software,
AttachmateWRQ, Inovis and Infor.  We will aggressively support the
Geac business units with our 'assembler' acquisition strategy.  Upon
completion of the acquisition, Geac will be reorganized into two
separate Golden Gate Capital portfolio companies."

As part of the reorganization, Infor, an existing Golden Gate Capital
funded company, will acquire Geac's ERP software products - including
System21, Runtime, RatioPlan, Streamline, and Management Data - and the
employees who support them will move to Infor.  As the largest provider
of enterprise software exclusively focused on the manufacturing and
distribution industries, Infor delivers integrated solutions that
address the essential challenges its customers face in areas such as
supply chain planning, relationship management, demand management, ERP,
warehouse management, marketing-driven distribution, and business
intelligence. Infor has more than 2,300 employees in 47 offices around
the world and supports approximately 18,000 customers in more than 70
countries.

Mr. Dominik continued, "Infor understands the critical role software
solutions play in customers' businesses and is committed to protecting
and enhancing our customers' investments.  By bringing together the
resources, talent and expertise of Geac and Infor, customers will
benefit from the combined entity's superior solutions and service.
Infor's customers will have access to additional domain expertise, while
Geac's customers will benefit from increased product diversity,
additional product investments and improved global reach.  In addition
to the immediate product and service portfolio enhancements, customers
will benefit from Infor's strong financial backing and deep focus on
developing enterprise solutions for manufacturers and distributors."

Geac's financial applications and the Industry Specific Applications
(ISA) will become the two business groups under a newly formed Golden
Gate Capital funded company, which will be named prior to the
transaction closing and is referred to below as "NEWCO".  In addition,
Geac's general and administrative staff, including the finance and
accounting, legal, IT and human resources teams will provide the global
general and administrative infrastructure for NEWCO.  The newly formed
Financial Applications business unit under NEWCO will include the
products and the employees who currently work within Geac's Enterprise
Server, SmartStream, Anael, Extensity and Comshare products.  This
business unit will target the integrated financial applications software
market, and the combination of these solutions will become the
foundation of a complete offering of integrated financial applications.
Geac's ISA businesses -CSD, Libraries, Local Government, Public Safety
and Restaurants - will form the second business unit under NEWCO and
will continue to target their current industries. Each ISA business will
remain independent from the others in a structure similar to what exists
within Geac today.  The CEO of the new company will be named prior to
closing the transaction.

Jones also noted that one of Geac's largest shareholders, Crescendo
Partners, has expressed its full support for this transaction and has
agreed to vote in favor of the plan of arrangement.  Eric Rosenfeld,
President and CEO of Crescendo Partners, is a member of Geac's Board of
Directors.

The transaction will be financed through a combination of equity from
Golden Gate Capital, cash on Geac's balance sheet and firmly committed
debt financing.  JPMorgan acted as lead arranger and bookrunner for
Infor's Senior Facilities, and JPMorgan and Merrill Lynch acted as
co-lead arrangers and joint bookrunners for NEWCO's Senior Facilities.
Wells Fargo Foothill acted as documentation agent for Infor's first and
second lien financing and NEWCO's First Lien Financing. D.B. Zwirn
Finance led NEWCO's Second Lien Financing, acting as sole syndication
agent and administrative agent.  Bear, Stearns & Co. Inc. acted as
financial advisor and Blake, Cassels & Graydon LLP and Skadden, Arps,
Slate, Meagher & Flom acted as legal advisors to Geac. JPMorgan acted as
exclusive financial advisor and Kirkland & Ellis LLP and Borden Ladner
Gervais LLP acted as legal advisors to Golden Gate Capital.

Conference Call
Geac management will hold a conference call later this morning, November
7, 2005, at 10:00 a.m. Eastern Time, to discuss the definitive
agreement, which will be available online at
http://www.investors.geac.com or www.fulldisclosure.com.  The call-in
number for today's call is (416) 405-9328 or (800) 387-6216.  Listeners
may also access the conference call and a brief management presentation
via webcast at http://www.investors.geac.com.  Attendees should log in
at least 15 minutes prior to the call.

The online replay will be available today at approximately 3:00 p.m.
(Eastern Time) and will continue for 30 days.  The replay can be
accessed at (416) 695-5800 or at 1 (800) 408-3053.  The pass code for
the replay is 3167398#.

About Infor
Infor is the largest global software provider exclusively focused on
delivering world-class enterprise applications to customers in the
manufacturing and distribution industries.  Infor delivers integrated
best-in-class products that address the essential challenges its
customers face in areas such as supply chain planning, relationship
management, demand management, ERP, warehouse management,
marketing-driven distribution, and business intelligence.  With more
than 2,300 employees in 47 global offices, Infor provides enterprise
solutions to 17,500 customers in over 70 countries.  For additional
information, visit www.infor.com.

About Golden Gate Capital
Golden Gate Capital (http://www.goldengatecap.com) is a San
Francisco-based private equity investment firm with approximately $2.5
billion of capital under management. Golden Gate Capital is dedicated to
partnering with world-class management teams to invest in
change-intensive, growth businesses.  They target investments in
situations where there is a demonstrable opportunity to significantly
enhance a company's value.  The principals of Golden Gate Capital have a
long and successful history of investing with management partners across
a wide rage of industries and transaction types, including leveraged
buyouts, recapitalizations, corporate divestitures and spin-offs,
build-ups and venture stage investing.

About Geac
Geac (TSX: GAC, NASDAQ:GEAC) is a global enterprise software company
that addresses the needs of the Chief Financial Officer.  Geac's
best-in-class technology products and services help organizations do
more with less in an increasingly competitive environment, amidst
growing regulatory pressure, and in response to other business issues
confronting the CFO.  Further information is available at
http://www.geac.com or through e-mail at info@xxxxxxxxx

Important Information Regarding the Transaction

The proposed transaction will be submitted to Geac's shareholders for
their consideration, and Geac will file a proxy circular on SEDAR and
with the Securities and Exchange Commission (SEC), to be used by Geac to
solicit their shareholders' approval of the proposed transaction, as
well as certain other relevant documents concerning the proposed
transaction. Shareholders of Geac are urged to read the proxy circular
regarding the proposed transaction and any other relevant documents
filed on SEDAR and with the SEC when they become available, as well as
any amendments or supplements to those documents, because they will
contain important information. Interested parties will be able to obtain
a free copy of the proxy circular, as well as other filings containing
information about Geac, at www.sedar.com and at http://www.sec.gov .

This press release may contain forward-looking statements of Geac's
intentions, beliefs, expectations and predictions for the future.  These
forward-looking statements often include use of the future tense with
words such as "will," "may," "intends," "anticipates," "expects" and
similar conditional or forward-looking words and phrases.  These
forward-looking statements are neither promises nor guarantees.  They
are only predictions that are subject to risks and uncertainties, and
they may differ materially from actual future events or results.  Geac
undertakes no obligation to update or revise the information contained
herein.  Risks and uncertainties include the satisfaction of the
conditions to closing, including receipt of shareholder and regulatory
approval.  Other potential risks and uncertainties that relate to Geac's
business and operations are summarized in more detail from time to time
in our filings with the United States Securities and Exchange Commission
and with the Canadian Securities Administrators.  Please refer to Geac's
most recent quarterly reports available through the website maintained
by the SEC at www.sec.gov and through the website maintained by the
Canadian Securities Administrators and the Canadian Depository for
Securities Limited at www.sedar.com for more information on risk factors
that could cause actual results to differ.

Geac is a registered trademark of Geac Computer Corporation Limited. All
other marks are trademarks of their respective owners.


For more information, please contact:

Transaction Contact:
Jon Salon
Vice President, Deputy General Counsel
Geac
(781) 672-8810
jon.salon@xxxxxxxx

Geac Investor and Media Contacts:
Alys Scott
Vice President, Corporate Communications
Geac
(781) 672-5980
alys.scott@xxxxxxxx

Infor Contact:
Beverly McDonald
Vice President, Corporate Communications
Infor
(678) 907-2048
Beverly.mcdonald@xxxxxxxxx

Golden Gate Capital Contact:
Joelle Kenealey
Director
Coltrin & Associates
(415) 305-6065
Joelle_kenealey@xxxxxxxxxxx

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Copyright (C) 2005 Geac Computer Corporation Ltd. All rights reserved.

Richard Caldicott
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"Ellsworth, Bob" <Bob.Ellsworth@xxxxxxxxxx> 
Sent by: system21-bounces@xxxxxxxxxxxx
11/07/2005 11:37 AM
Please respond to
System 21 Users <system21@xxxxxxxxxxxx>


To
"'System 21 Users'" <system21@xxxxxxxxxxxx>
cc

Subject
[SYSTEM21]   Infor purchases GEAC?






Apologies if this was already posted and I missed it, but there's a report
from the UK today saying that GEAC has been purchased by Infor.  Thought 
it
may be of interest to the group, as the online article mentions System21
specifically.

See http://www.theregister.co.uk/2005/11/07/geac/

-BobE
 Pollak Engineered Products







 


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