Intergraph takeover gets antitrust clearance

Intergraph takeover gets antitrust clearance

SHARE

Huntsville, USA, 27 September 2006 – Intergraph Corporation, a global provider of spatial information management (SIM) software, today announced that the U.S. antitrust agencies have granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, effective September 26, 2006, in connection with the Company’s pending acquisition by a private investor group led by Hellman & Friedman LLC and Texas Pacific Group in a transaction valued at approximately $1.3 billion.

The company provides spatial-information management software that enables mapping and design functions for its customers, which include government agencies as well as corporations. Intergraph’s software and services are used in a range of functions such as plant design, ship construction, public safety and aerial and geospatial mapping.

Intergraph had announced on August 31 that it has signed a definitive agreement to be acquired by the investor group. Intergraph’s Board of Directors had approved the merger agreement and had resolved to recommend that Intergraph’s stockholders adopt the agreement.

The transaction remains subject to the receipt of shareholder approval as well as the satisfaction of other previously disclosed closing conditions. The transaction is expected to close in the fourth quarter of 2006.

Terms of the transaction call for stockholders to receive $44 cash per share. If approved, the move will make private one of Huntsville’s longtime publicly traded companies. Intergraph, which went public in 1981, posted a profit of $114.4 million on net revenue of $576.8 million for all of last year. The company employs around 3,400 workers in over 30 countries. Just over half of the company’s workers are employed outside of the United States.

Company officials have said the sale will give the company greater financial flexibility, allowing it to focus on growth. Since the announcement, Intergraph shares have hovered just below the $44 settlement price, after trading at a 52-week low of $30.34 on July 11.

In the media many thoughts have emerged recently on the takeover. Some think that the sale may be related to Intergraph’s outstanding patent infringement lawsuits, which have resulted in some extremely lucrative cash settlements to the company. Some other think that it would be easy, once Intergraph is a private company, to spin off the company in three directions.

On the acquisition R. Halsey Wise, Intergraph President & CEO had commented: “Hellman & Friedman and Texas Pacific Group are leading global private equity firms with tremendous capital resources, significant expertise in software and technology and proven track records of building leading global companies. Both H&F and TPG share our commitment to accelerate Intergraph’s growth initiatives consistent with our ‘Now’-‘Next’-‘After Next’ business transformation plan.”

Bryan Taylor, Partner at Texas Pacific Group said: “Intergraph is well positioned to continue to provide its market leading software and services solutions to the energy, chemical, and shipbuilding infrastructure design markets, as well as to the increasingly relevant areas of critical infrastructure protection and homeland security. We are looking forward to partnering with the management team to continue to grow the business and to invest behind the strong secular trends in the Company’s end-markets. Given our significant experience in the software and services, energy and communications markets globally, the TPG team is confident that it can support Intergraph as it expands its product suite and global customer base.”

David R. Tunnell, Managing Director of Hellman & Friedman LLC said: “We believe Intergraph is a uniquely positioned global software and services company. It has a strong franchise with leading positions in large and growing markets, and a top-notch management team. We look forward to supporting the Intergraph workforce in its efforts to serve customers and grow long-term business value.”

Goldman Sachs & Co. is acting as financial advisor to Intergraph’s Board of Directors in connection with the merger. Morgan Stanley is acting as sole financial advisor to the investor group. Bass, Berry & Sims PLC is acting as legal advisor for Intergraph, and Simpson Thacher & Bartlett LLP is acting as legal advisor to the investor group.

– About Hellman & Friedman LLC

Hellman & Friedman LLC is a leading private equity investment firm with offices in San Francisco, New York and London. The Firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including financial services, professional services, asset management, software and information, media and energy. Since its founding in 1984, the Firm has raised and, through its affiliated funds, managed over $8 billion of committed capital. Recent investments include: Activant Solutions Inc., Artisan Partners Limited Partnership, DoubleClick, Inc., GeoVera Insurance Group Holdings, Ltd., LPL Holdings, Inc., Mondrian Investment Partners, Ltd., The Nasdaq Stock Market, Inc. (NDAQ), Texas Genco LLC, Vertafore, Inc. and VNU N.V.

– About Texas Pacific Group

Texas Pacific Group is a private investment partnership that was founded in 1992 and currently has more than $30 billion of assets under management. With offices in San Francisco, London, Hong Kong, and Fort Worth and other locations globally, TPG has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures and restructurings. TPG seeks to invest in world-class franchises across a range of industries, including industrials (Altivity Packaging, British Vita, Grohe, Kraton Polymers, Texas Genco), technology (Lenovo, MEMC, Seagate), retail/consumer (Debenhams, Ducati, J. Crew, Neiman Marcus, Petco), airlines (America West, Continental), media and communications (Findexa, MGM, TIM Hellas), financial services (Endurance Specialty Holdings, Fidelity National Information Services, LPL Financial Services) and healthcare (IASIS Healthcare, Oxford Health Plans, Quintiles Transnational), among others. Visit www.texaspacificgroup.com.

– About JMI Equity

JMI Equity, based in Baltimore and San Diego, is a private equity firm exclusively focused on investments in the software and business services industries. Founded in 1992, JMI has invested in over 70 companies throughout North America and has approximately $700 million of capital under management. JMI invests in growing businesses. The firm’s focus is on providing the first institutional capital to self-funded companies. JMI also invests in select recapitalization and management buyout financings. Representative investments include Blackbaud, Inc. (Nasdaq: BLKB), DoubleClick, Inc., Jackson Hewitt, Inc. (NYSE: JTX), Mission Critical Software, Inc. (acquired by NetIQ, Inc. Nasdaq: NTIQ), NEON Systems, Inc. (acquired by Progress Software Corporation Nasdaq: PRGS), Transaction Systems Architects, Inc. (Nasdaq: TSAI) and Unica Corporation (Nasdaq: UNCA). For more information on JMI Equity, visit www.jmiequity.com.