Intergraph to be acquired by investor group

Intergraph to be acquired by investor group

SHARE

Alabama, USA, 31August 2006: Intergraph Corporation announced on August 31 that it has signed a definitive agreement to be acquired by an investor group led by Hellman & Friedman LLC and Texas Pacific Group in a transaction valued at approximately $1.3 billion. Under the terms of the agreement, Intergraph stockholders will receive $44.00 in cash for each share of Intergraph common stock, representing a 22% premium over Intergraph’s average closing share price for the last twenty trading days.

“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,” said Bryan Taylor, Partner at Texas Pacific Group.

Intergraph’s Board of Directors has approved the merger agreement and has resolved to recommend that Intergraph’s stockholders adopt the agreement. The transaction will be financed through a combination of debt and equity financing and cash, cash equivalents and short-term investments of Intergraph. There is no financing condition to the obligations of the equity sponsors to consummate the transaction.

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.

Hellman & Friedman LLC
Hellman & Friedman LLC founded in 1984, is a 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.

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

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.