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INVESTORS SUE OVER EPICOR DEAL

EpicorA series of law suits have been filed by investors over the tender offer for Epicor Software that has been made by Apax Partners and it’s clear that these suits are common when such deals are announced. When Apax said it would spend about $2 billion to buy Epicor and ERP vendor Activant Solutions, several law firms immediately issued press releases saying they were investigating possible breaches of fiduciary duties by the Epicor board. Par for the course.

Four suits have been filed, each seeking to block the deal. They allege that Epicor failed to maximize shareholder value and take steps to ensure a fair process. Published statements by one of the plaintiffs, the Field Family Trust, alleged that the deal was designed to enable Elliott Associates, which owns about 11 percent of Epicor stock, to liquidate its holdings. Two years ago, Elliott failed in its effort to buy Epicor and ended up with a seat on the board of the directors and a standstill agreement that prevented it from enlarging its holdings. The suits probably explain why Epicor has filed a document with the SEC with a step-by-step history of the approaches by possible suitors and the company’s response. Epicor reported that it got its first inquiry from Apax in June and had inquiries from “several private equity firms” and two software companies, none of which were identified publicly. While Apax finally agreed to a $12.50 per share, Epicor broke off discussions in October when Apax wouldn’t go above $10.50 and Epicor then talked more seriously with a software company. All other offers listed were lower than the Apax tender offer price. Epicor also gave details about purchases prices of other software companies related to several financial metrics.

 

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