Epiphany Provides Details on Special Cash Distribution in Connection With Its Pending Merger With SSA Global
15 September 2005 - 6:57PM
Business Wire
Epiphany, Inc. (Nasdaq:EPNY) today announced that on September 13,
2005, pursuant to the terms of its pending merger with SSA Global
Technologies, Inc., Epiphany's board of directors approved a
special cash distribution of $2.13 per share, which is part of the
$4.20 per share merger consideration to be paid upon closing. The
record date for the special distribution shall be 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. The special distribution of $2.13 per share shall be in
addition to the cash merger consideration of $2.07 per share so
that each holder of Epiphany common stock shall receive $4.20 per
share in exchange for their shares of Epiphany common stock if the
merger with SSA Global is consummated. Forward-Looking Statements
This press release contains forward-looking statements relating to
the size and timing of the special cash distribution and our
ability to complete a merger with SSA. Actual results could differ
materially from such forward-looking statements. Factors that could
cause actual results to differ materially from the forward-looking
statements include the failure to satisfy one or more conditions to
the completion of the merger, including the receipt of Epiphany
stockholder approval and our ability to make the special
distribution. Our proposed merger with SSA involves a high degree
of risk. Whether or not the merger is completed, we will incur
substantial expenses in pursuing the merger. In addition, if the
merger is terminated under specified circumstances, we may be
required to pay SSA a substantial termination fee. If the merger is
not completed for any reason, our relationships with customers,
partners and employees, and our financial results, could be harmed.
Certain of these factors, and others, are described in more detail
in our public reports filed with the Securities and Exchange
Commission, such as those discussed in the "Risk Factors" section
included in our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and in our prior press releases. Epiphany assumes no duty
to update forward-looking statements. About Epiphany Epiphany(R)
provides CRM software solutions that increase profitability at the
largest consumer-oriented companies by making every customer
interaction intelligent. With over 475 customers -- including
nearly 35 percent of the Fortune 100 -- Epiphany powers deep
customer insights and optimizes each relationship from both a
revenue generation and customer retention viewpoint. Built on the
industry's most advanced, service-oriented architecture, Epiphany
software solutions address problems that span business silos,
departmental functions and geographic locations, and result in
rapid, measurable ROI. With a suite of blended marketing, sales and
service solutions, Epiphany enables global organizations to align
touch points, processes and technologies around the most valuable
enterprise asset -- the customer. With worldwide headquarters in
San Mateo, CA, Epiphany serves customers in more than 40 countries
worldwide. For more information please visit www.epiphany.com.
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