BLUE BELL, Pa. and HUNGERFORD,
England, Sept. 3, 2019 /PRNewswire/ -- MAM Software Group,
Inc. (NASDAQ Capital Market: MAMS) ("MAM Software" or "MAM"), a
leading global provider of on-premise and cloud-based business
management solutions for the automotive parts, tire and vertical
distribution industries, today announced that it has entered into a
definitive agreement under which it will be acquired by Kerridge
Commercial Systems (KCS), which provides software, services and
support to deliver fully integrated trading and business management
solutions to trade, wholesale, manufacturing and distribution
customers across the world, in an all-cash transaction valued at
approximately $154.2 million. Under
the terms of the agreement, MAM stockholders will receive
$12.12 per share in cash for each
common share of MAM, which represents a 14% premium over the
closing price on August 30, 2019 and
a 38% premium over the prior 90-day average of $8.80 per share.
"This all-cash transaction provides MAM Software's stockholders
with a premium over the pre-announcement market price of their
shares, and we believe it will allow our team to increase our focus
on long-term success that will benefit customers, employees and
partners. Together with KCS, we can offer a broader portfolio of
solutions to our customers globally," said Mike Jamieson, MAM Software CEO.
"We have long believed that a partnership between MAM Software
and KCS would create a range of significant strategic
opportunities," said Ian Bendelow,
CEO of Kerridge Commercial Systems. "MAM has significant traction
in the automotive aftermarket sector that augments our solution
offering, and this combination also will expand our U.S. market
presence. We look forward to joining with the MAM team as we
invest further in the business to accelerate MAM Software's growth
and bring greater value to its customer base."
Following an extensive review of strategic alternatives and a
thorough process, MAM's Board of Directors have unanimously
approved the proposed transaction. Following the execution of the
merger agreement, stockholders of MAM representing more than 50% of
MAM's outstanding shares delivered a written consent approving the
transaction and no other approval of MAM's Board of Directors or
stockholders is required to complete the transaction. The
transaction, which is expected to close in or prior to the fourth
quarter of 2019, is subject to certain customary closing
conditions. A copy of the definitive agreement will be made
available at MAM's website at www.mamsoftware.com.
Mirus Capital Advisors and Sullivan & Worcester LLP are
serving as MAM's financial and legal advisors, respectively, for
this transaction. Kirkland & Ellis LLP is serving as KCS's
legal advisor.
About MAM Software Group, Inc.
MAM Software is a
leading global provider of cloud-based business and on-premise
management solutions for the auto parts, tire and vertical
distribution industries. The company provides a portfolio of
innovative software (SaaS and packaged), data (DaaS), and
integration (iPaaS) services that enable businesses to
intelligently manage core business processes, control costs and
generate new profit opportunities. MAM's integrated platforms
provide a wealth of rich functionality including: point-of-sale,
inventory, purchasing, reporting, data and e-commerce. Wholesale,
retail and installer business across North America, the U.K.
and Ireland rely on MAM solutions, backed by dedicated
teams of experienced service and support professionals. For further
information, please visit www.mamsoftware.com.
About Kerridge Commercial Systems
Kerridge Commercial Systems (KCS) provides specialist software,
services and support to deliver fully integrated trading and
business management solutions to distributive trades customers,
large and small – wherever they are in the world. With our heritage
in distributive trades, our technical experts are thought leaders
in trading and management technology, and our innovative and
flexible approach ensures our customers partner with us for the
long-term. Our mission is simple: to design and deliver high
performance, integrated ERP solutions that enable our distributive
trade customers to source effectively, stock efficiently, sell
profitably and service competitively. For further information,
please visit www.kerridgecs.com.
Forward Looking Statements
This communication
contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, that are based on
beliefs and assumptions of MAM's management and on information
currently available to MAM's management and that are intended to be
covered by the "safe harbor" created by those sections.
Forward-looking statements include information concerning MAM's
possible or assumed future results of operations, business
strategies, financing plans, competitive position, industry
environment, potential growth opportunities, potential market
opportunities, the successful closing of this transaction, effects
of the transaction, operations as a private company and the
location of its headquarters and the effects of competition.
Forward-looking statements consist of all statements that are not
historical facts and can be identified by terms such as
"accelerates," "anticipates," "believes," "could," "seeks,"
"estimates," "expects," "intends," "may," "plans," "potential,"
"predicts," "projects," "should," "will," "would" or similar
expressions and the negatives of those terms. Forward-looking
statements involve inherent risks and uncertainties which could
cause actual results to differ materially from those in the
forward-looking statements, as a result of various factors
including, without limitation, (1) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement; (2) the possibility that the
consummation of the proposed acquisition described in this
communication does not occur or is delayed, either due to the
failure of closing conditions or other reasons; (3) the risk that
the proposed acquisition disrupts current plans and operations or
increases operating costs and the potential difficulties in
customer loss and employee retention as a result of the
announcement and consummation of such acquisition; (4) the outcome
of any legal proceedings that may be instituted against MAM, KCS or
others following announcement of the merger agreement and
transactions contemplated therein; and (5) those risks and
uncertainties described in the Risk Factors and in Management's
Discussion and Analysis of Financial Condition and Results of
Operations sections of MAM's most recently filed Annual Report on
Form 10-K and MAM's subsequently filed Quarterly Reports on Form
10-Q. MAM urges you to consider those risks and uncertainties in
evaluating its forward-looking statements. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. MAM does not undertake any obligation
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as may be required by law.
Additional Information and Where to Find It
In connection with the proposed merger, MAM intends to file
relevant materials with the Securities and Exchange Commission (the
"SEC"), including a preliminary information statement on Schedule
14C. Following the filing of the definitive information statement
with the SEC, the Company will mail the definitive information
statement to all MAM stockholders. You may obtain copies of all
documents filed by MAM with the SEC regarding this transaction,
free of charge, at the SEC's website, www.sec.gov or from
MAM's website at www.mamsoftware.com.
Contact:
MAM Software
Brian H.
Callahan
Chief Financial Officer
610-336-9045 ext. 240
Kerridge Commercial Systems
Todd Fogarty
Kekst CNC
212 521 4854
todd.fogarty@kekstcnc.com
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SOURCE MAM Software Group, Inc.; Kerridge Commercial Systems
