Epiphany Announces Special Cash Distribution and Proposed Merger with SSA Global Technologies

Strategic Insights -

Epiphany, Inc., a leading provider of customer relationship management (CRM) software, has announced a special cash distribution of $2.13 per share to its shareholders as part of its pending merger with SSA Global Technologies, Inc. The merger consideration of $4.20 per share will be paid upon closing, which is expected to occur on or about September 29, 2005. This distribution is in addition to the cash merger consideration, and each Epiphany shareholder will receive $4.20 per share in exchange for their shares of Epiphany common stock.

Key Takeaways:

  • The special cash distribution of $2.13 per share is part of the $4.20 per share merger consideration to be paid upon closing of the merger with SSA Global Technologies.
  • The record date for the special distribution is immediately prior to the effective time of the merger, which is currently expected to be on or about September 29, 2005.
  • The payment date for the special distribution is currently expected to be on or about October 6, 2005.
  • Epiphany's board of directors approved the special cash distribution on September 13, 2005, as part of the pending merger with SSA Global Technologies.
  • The merger consideration of $4.20 per share will be paid in addition to the special cash distribution of $2.13 per share.
  • Each Epiphany shareholder will receive $4.20 per share in exchange for their shares of Epiphany common stock if the merger with SSA Global is consummated.
  • The proposed merger with SSA Global Technologies involves a high degree of risk, and whether or not it is completed, Epiphany will incur substantial expenses in pursuing the merger.
  • If the merger is terminated under specified circumstances, Epiphany may be required to pay SSA a substantial termination fee.

Statistics:

  • $2.13: Amount of special cash distribution per share
  • $4.20: Total merger consideration per share
  • $2.07: Cash merger consideration per share
  • 475: Number of Epiphany customers
  • 35%: Percentage of the Fortune 100 companies that are Epiphany customers
  • 40+: Number of countries worldwide where Epiphany serves customers

Sources:

  • Epiphany, Inc. press release
  • Securities and Exchange Commission filings:

* Annual Report on Form 10-K

* Quarterly Reports on Form 10-Q

* Prior press releases

  • Epiphany's website: www.epiphany.com