UNIT4 announces public tender offer for 100% of the shares in Teta S.A.

Published on May 31, 2010 in Computer & Electronics, Computer Software, Internet, Technology

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UNIT4 N.V. (“UNIT4”), a leading global business software supplier, listed on Euronext Amsterdam by NYSE Euronext, today announced a public tender offer (the “Offer”) to acquire 100% of the shares in Teta S.A. (“Teta”), one of Poland’s leading ERP and HR software providers. Teta is listed

Sliedrecht (May 31, 2010) –

UNIT4 N.V. (“UNIT4”), a leading global business software supplier, listed on Euronext Amsterdam by NYSE Euronext, today announced a public tender offer (the “Offer”) to acquire 100% of the shares in Teta S.A. (“Teta”), one of Poland’s leading ERP and HR software providers. Teta is listed on the Warsaw Stock Exchange. The price offered is PLN 11.75 per share, valuing all outstanding shares in Teta at PLN 139 million (EUR34 million(*)).

The Offer will be fully financed through existing cash balances.

The acceptance period for the Offer is expected to last from 21 June 2010 up to and including 20 July 2010. The Offer is conditional upon UNIT4 achieving acceptances of at least 66% plus one of Teta’s total number of shares. If UNIT4 achieves acceptances of at least 80% of Teta’s total number of shares, UNIT4 may consider delisting Teta from the Warsaw Stock Exchange. Should UNIT4 become the owner of at least 90% of Teta’s total number of shares, it might also conduct a compulsory squeeze-out of the minority shareholders.

Commenting on today’s announcement, Chris Ouwinga, President and CEO of UNIT4 said: “Teta is a leading player in the Polish ERP and HR software market. This market has undergone consolidation in recent years, and we expect this trend to continue. We believe Teta is well placed to maintain its market leading position, however, this will require the company to invest in new products and actively engage in consolidation. UNIT4 can fully support Teta in this regard, and help it to realise its growth strategy.”

“Teta is a growing and successful business and has a highly regarded product offering in the form of Teta Constellation, Navireo and Insert. We are committed to supporting Teta’s customers and products in the future. We very much look forward to working with Teta management to further grow and develop the business.” He added: “UNIT4 remains disciplined in its acquisition strategy through focus on attractive opportunities which enable us to expand in new and high growth markets, extend our customer base or extend our product offering. The acquisition of Teta will enable UNIT4 to achieve a leading position in the Polish market, and will also provide a platform for our future growth in Central and Eastern Europe.”

Commenting on the tender offer price, Edwin van Leeuwen, CFO of UNIT4, said: “We believe the price offered allows the Teta shareholders to realise their shareholdings, in cash and at an attractive price. The offer price represents a premium of 3% to Teta’s 3-month volume-weighted average price, a premium of 11% to its 6-month volume-weighted average price and a premium of 6% to the last closing price on 28 May 2010.”

Background to and reasons for the Offer
Teta is a leading ERP and HR software provider in Poland, with a strong presence in HR software in Hungary. The acquisition will provide UNIT4 with (i) leading positions in the Polish ERP and HR software market and the Hungarian HR software market, and (ii) a platform for expansion in Central and Eastern Europe, where the ERP software market is growing at a faster pace than in Western Europe. For Teta, an internationally recognised brand and increased critical mass will enable the company to compete more effectively for larger deals, further invest in new products, and more actively engage in expected market consolidation.

For the year ending 31 December 2009, Teta reported consolidated revenue and EBITDA of PLN101.8m and PLN22.5m respectively. These results include the fourth quarter contribution of Teta’s 35% shareholding in Insert S.A. (“InsERT”), which was acquired in September 2009. InsERT is a leading provider of SME ERP software in Poland.

A presentation with additional information on the Offer will be available on www.unit4.com/investors.

Advisor to UNIT4
ING is the sole financial advisor to UNIT4 and is acting as an intermediary and broker in the Offer.

For any further enquiries please contact:
Chris Ouwinga, CEO or Edwin van Leeuwen, CFO
Tel.: +31 (0)184 444 444
Fax: +31 (0)184 444 463
E-mail: edwin.van.leeuwen@unit4.com

About UNIT4
UNIT4 is a global business software company that creates, delivers and supports adaptable software and services worldwide, to help dynamic organizations manage their business needs effectively. The company strives to set the global standard for business solutions that help dynamic organizations to embrace change – simply, quickly and cost effectively.

UNIT4 has a broad portfolio of solutions that addresses different markets, requirements, technologies and types of organization; the UNIT4 group incorporates a number of the world’s leading change-embracing software brands, including the Agresso Business World ERP suite and CODA financial management software. UNIT4 has offices in 13 European countries and 6 countries across North America, Asia Pacific and Africa (as well as sales activities in several countries elsewhere) for easy, local access to service and support.

UNIT4 is listed on Euronext Amsterdam by NYSE Euronext and is included in the Amsterdam Smallcap Index (AScX).

For more information on UNIT4 or any of its operating companies, please visit the website at www.unit4.com.

About Teta
Established as a limited liability company in 1987 (converted into joint stock in 1998), Teta is a medium-sized provider of ERP, HR, Business Intelligence and e-commerce software solutions to small, medium and large corporate and government clients. It has a leading position in the Polish ERP and HR software market and a strong presence in Hungary through its subsidiary VT-Soft, with a portfolio of more than 2,000 customers. The company has been listed on the Warsaw Stock Exchange since November 2005.

Source: UNIT4

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