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Published on 10/15/2008 in the Prospect News Special Situations Daily.

Elliott Associates begins tender offer for Epicor Software

By Lisa Kerner

Charlotte, N.C., Oct. 15 - An Elliott Associates, LP subsidiary began its $9.50-per-share cash tender offer for Epicor Software Corp., it was announced on Wednesday.

The offer and withdrawal rights are scheduled to expire at 11:59 p.m. ET on Nov. 12, unless extended, an Elliot news release said.

According to Elliot, the per-share offer price is a 39.7% premium to Epicor's closing price of $6.80 (Nasdaq: EPIC) Tuesday.

Epicor's board of directors recently rejected Elliott's Oct. 1 offer to acquire the company, which is valued at approximately $529 million. Epicor cited the "unsettled capital markets" and the company's "current product roadmap," it was previously reported.

On Wednesday, Epicor advised its shareholders to defer taking any action in response to the tender offer.

Epicor's board of directors will evaluate the unsolicited offer in conjunction with its advisers and make a recommendation "in due course," according to an Epicor news release.

Wilson Sonsini Goodrich & Rosati and UBS Investment Bank are advising Epicor.

Elliott and its affiliates own 10.2% of Epicor's common stock.

Information agent for the offer is MacKenzie Partners, Inc. (800 322-2885).

Epicor, located in Irvine, Calif., designs, develops, markets and supports enterprise application software products.


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