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Published on 10/1/2008 in the Prospect News Special Situations Daily.

Elliott Associates wants to buy Epicor Software for $9.50 per share

By Lisa Kerner

Charlotte, N.C., Oct. 1 - Epicor Software Corp. shareholder Elliott Associates, LP offered to acquire 100% of the company's outstanding shares for $9.50 each.

The per-share price is a 20% premium to Epicor's closing share price on Sept. 30, Elliott said in an Oct. 1 letter to Epicor's board of directors.

Elliot, a 10.2% shareholder, said it could potentially improve its offer if granted access to diligence.

Epicor confirmed receipt of Elliott's unsolicited proposal. The company will review the proposal with its advisers, including UBS Investment Bank, and will respond "in due course," according to an Epicor news release.

"Our offer is compelling. It will provide stockholders with immediate, quantifiable value and would be subject only to customary closing conditions," Elliott's letter said.

Elliott said it can complete the offer using its own funds. The New York hedge fund has more than $14 billion of capital under management.

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


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