Onyx Software Signs Definitive Agreement To Be Acquired By M2M Holdings; Privately Held Company, Backed by Battery Ventures and
06 Junho 2006 - 8:50AM
Business Wire
Onyx(R) Software Corporation (NASDAQ: ONXS), a worldwide leader in
customer management and process solutions for the enterprise, today
announced that it has signed a definitive agreement to be acquired
by privately held M2M Holdings Inc., the holding company that is
jointly owned by Battery Ventures VI, L.P. and Thoma Cressey Equity
Partners and whose primary asset is Made2Manage Systems Inc., an
enterprise software and services company, in an all-cash
transaction valued at $4.80 per share, or approximately $92
million. The parties anticipate closing the transaction in the
third calendar quarter of 2006. The closing is subject to approval
by holders of a majority of Onyx's outstanding common stock and
other customary regulatory and documentation closing conditions.
Certain Onyx directors and officers, representing approximately
17.6% of Onyx's outstanding shares, have entered into voting
agreements in support of the acquisition. "We believe that this
transaction is the right decision for Onyx shareholders, customers,
partners and employees," said Janice P. Anderson, chairman and
chief executive officer of Onyx. "Upon closing, this acquisition
will provide liquidity to shareholders and a premium to our recent
trading prices. Battery Ventures and Thoma Cressey Equity Partners,
Made2Manage Systems' equity sponsors, each have a strong track
record of supporting the growth of their portfolio companies and we
believe will use their proven industry consolidation experience to
help Onyx increase its share of the enterprise CRM market." "Entry
into the CRM market enhances Made2Manage Systems' status as a
provider of enterprise software and services to multiple
industries," said Jeff Tognoni, chief executive officer of both M2M
Holdings and Made2Manage Systems, "and our consolidation model -
under which Onyx will continue to service and grow its distinct
markets, fully backed by the considerable investment resources of
our private equity partners - provides a compelling future for the
new combined entity." Upon closing of the transaction, Onyx would
operate as a separate business unit of Made2Manage Systems, whose
unique operating model and focused business unit structure will be
dedicated to serving the Onyx customer community through the
continued sales, support and enhancement of the world-class Onyx
product line. Orlando Bravo, managing partner of Thoma Cressey
Equity Partners, said, "We see an outstanding opportunity in the
relationship between Onyx and Made2Manage Systems as consolidators
of the CRM and ERP software markets." Dave Tabors, general partner
of Battery Ventures, said, "This acquisition is the ideal way for
Onyx to pursue its vision as a leading supplier of
enterprise-caliber CRM solutions to mid and large enterprise
services-sector customers. We take a long-term perspective on
Onyx's growth." As previously announced, Piper Jaffray acted as
financial advisor to Onyx in connection with the transaction and
delivered a fairness opinion to Onyx's Board of Directors. About
the Transaction In connection with the proposed acquisition, Onyx
will file a proxy statement with the Securities and Exchange
Commission (SEC). Investors and security holders are advised to
read the proxy statement, when it becomes available, and any other
relevant documents filed by the SEC because they will contain
important information about the acquisition and Onyx. Investors and
security holders will be able to obtain a free copy of the proxy
statement, when available, and other documents filed by the company
from the SEC Web site at www.sec.gov. Onyx's directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Onyx in connection
with the transaction. A description of certain of the interests of
directors and executive officers of Onyx is set forth in the proxy
statement for Onyx's 2006 annual meeting of shareholders, which was
filed with the SEC on April 28, 2006. Investors and security
holders may obtain additional information regarding the interest of
such participants by reading the proxy statement regarding the
acquisition when it becomes available. Conference Call Onyx will
host a conference call to discuss the Made2Manage Systems
transaction at 4:30 p.m. EDT today. The call will be available to
all interested parties at (800) 320-2978 (domestic) and (617)
614-4923 (international), passcode 67361538. Additionally, a live,
audio-only webcast of the call will be available on the company's
Web site at www.onyx.com/investors. A telephonic replay of the call
will be available at (617) 801-6888, passcode 67361538,
approximately one hour after the conference call concludes and will
remain available until 11:59 p.m. EDT on June 19, 2006. About
Made2Manage Systems Made2Manage Systems is the primary asset of M2M
Holdings Inc., a holding company jointly owned by Battery Ventures
VI, L.P. and Thoma Cressey Equity Partners. Made2Manage Systems has
a 20-year history of helping companies achieve and sustain
productive operations, satisfied customers, and profitable results
through technology and services. The enterprise software and
services provider is dedicated to becoming a valued business
partner by helping each and every customer continuously improve
their business processes over time. Toward this mission,
Made2Manage Systems invests in the people, processes, technology
and tools needed to provide its customers with a unique combination
of customer-centric business practices; product fit; a broad range
of consulting, IT and business services; and market and industry
expertise. Made2Manage Systems currently serves more than 2,200
customers across a variety of manufacturing and distribution
industries in 20 countries from 13 regional offices across North
America, Europe and Asia. About Battery Ventures Founded in 1983,
Battery Ventures is a leading venture capital firm focused on
investing in technology companies at all stages of growth from seed
to later stage and tech buyouts. With a team experienced investment
professionals, Battery leverages its people, expertise and capital
to help guide companies to category dominance. The firm has
invested in over 180 companies worldwide across information
technology industries. From its offices in Boston, Silicon Valley
and Israel the partnership manages over $2 billion in committed
capital. About Thoma Cressey Equity Partners Thoma Cressey Equity
Partners (TCEP) is a leading private equity investment firm that
has been providing equity and strategic support to experienced
management teams building growing companies for more than 25 years.
The firm originated the concept of "industry consolidation" or "buy
and build" investing, which seeks to create value through the
strategic use of acquisitions to accelerate business growth. TCEP
pursues an investment strategy of identifying high-potential
industry sectors and partnering with top executives to invest in
businesses that can grow both organically and through acquisitions.
Through a series of eight private equity funds, TCEP has invested
more than $2.0 billion of equity capital and currently manages more
than $1.75 billion. TCEP's investment focus is on companies in the
software, healthcare, business services and consumer products
industries. In the software industry, TCEP has completed 21
acquisitions across seven platform companies with total revenues in
excess of $1.3 billion. About Onyx Software Onyx Software
Corporation (NASDAQ: ONXS) is a worldwide leader in customer
management and process software for mid- and large-size
enterprises. Onyx provides flexible solutions that enable
organizations to automate, manage, and evolve their customer
processes quickly and cost-effectively for strategic advantage. By
providing an integrated suite of customer process automation
applications encompassing customer management, process management,
and analytics capabilities, Onyx enables enterprises to reduce
costs, increase productivity, and grow revenue. Major companies are
aligning their customer-facing departments and managing their
customer processes with Onyx software - companies such as Amway
Corporation, Mellon Financial Corporation, The Regence Group, and
State Street Corporation. More information can be found at (888)
ASK-Onyx, info@onyx.com or http://www.onyx.com/. Forward-Looking
Statement This press release contains forward-looking statements,
including statements about the potential benefits of the proposed
acquisition to Onyx shareholders, customers, partners and employees
and about the expected closing of the proposed acquisition.
Forward-looking statements are based on the opinions and estimates
of management at the time the statements are made and are subject
to risks and uncertainties that could cause actual results to
differ materially from those anticipated in the forward-looking
statements. The words "predict," "believe," "expect," "intend,"
"anticipate," variations of such words, and similar expressions
identify forward-looking statements, but their absence does not
mean that the statement is not forward-looking. These statements
are not guarantees of future performance and are subject to risks,
uncertainties and assumptions that are difficult to predict.
Factors that could affect Onyx's actual results include, but are
not limited to the risk the transaction is not consummated or is
not consummated within the expected timeframe, the risk that the
expected benefits of the proposed acquisition are not realized and
the "Important Factors That May Affect Our Business, Our Results of
Operations and Our Stock Price" described in our annual report on
form 10-K and our quarterly report on form 10-Q and other filings
with the Securities and Exchange Commission which are available on
our investor relations home page at www.onyx.com/investors. Readers
are cautioned not to place undue reliance upon these
forward-looking statements that speak only as to the date of this
release. Onyx undertakes no obligation to update publicly any
forward-looking statements to reflect new information, events or
circumstances after the date of this release or to reflect the
occurrence of unanticipated events. Onyx is a registered trademark
of Onyx Software Corporation in the United States and other
countries. Other product or service names mentioned herein are the
trademarks of their respective owners.
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