Epicor Mulls Takeover Bid

A hedge fund with ties to the software space makes an offer for the mid-market ERP provider.

Posted on Oct 02, 2008

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Epicor Software Corp., a provider of ERP software for mid-market companies, confirmed on Wednesday that it has received an unsolicited offer from hedge fund Elliott Associates, LP, to buy all outstanding shares of the software company.

Elliott Associates, which already owns 10.2% of Epicor’s common stock, has offered $9.50 for each remaining share, which would translate approximately to a buyout of more than $500 million. Epicor’s stock closed Tuesday at $7.89. “We’ve indicated that if we would be granted due diligence, or access to diligence, we would consider possibly even raising the offer,” said a source who requested anonymity.

In a statement, Epicor said, “The Board of Directors of Epicor, in consultation with the Company's legal and financial advisors, will carefully consider and review Elliott Associates' proposal and will respond in due course.”

Elliott has swooped in at what appears to be an opportune time — even as other hedge funds batten down the hatches against the U.S. and global financial crisis. One year ago today, Epicor’s stock closed at $13.83. In Epicor’s most recent quarter, the company reported a healthy uptick in revenue but a marked decline in earnings. Software sales were also off 3% in the period.

The hedge fund has been “interested in the company for some time,” according to the source, who declined to provide more specifics. Elliott’s other software investments have included simulation specialist MSC.software, networking provider Packateer, and imaging purveyor Metrologic Instruments, which Elliott bought in a joint deal with Francisco Partners and later sold to Honeywell. Francisco took Kronos private for $1.8 billion in early 2007, and did the same for RedPrairie in 2005. Elliott Associates has teamed up with Francisco on a number of separate deals, filings show.

Asked what Elliott expects to do with Epicor should the provider accept the bid, the source said the hedge fund did not necessarily have a “fix up and off-load” strategy. “Across the investments we’ve made, we’ve been a long-term holder in a number of companies. We consider ourselves to be a long-term player in the space.”

Investors reacted to Wednesday’s offer with a run-up in Epicor’s share price, driving it to $8.93 at the close.

A spokesperson from Epicor declined to provide additional comment on the pending offer.

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