Epicor board rejects Elliott Associates' offer, urges shareholders not to tender their shares

By Lisa Kerner

Charlotte, N.C., Oct. 28 - Epicor Software Corp.'s board of directors recommended that shareholders not tender their shares in Elliott Associates, LP's $9.50-per-share cash tender offer that began on Oct. 15.

"The board believes the offer made by Elliott Associates is highly conditional, opportunistic and would deprive stockholders from benefiting from the value associated with Epicor's current and planned retail and ERP business software solutions, including Epicor 9 which will become generally available during the fourth quarter," Epicor president and chief executive officer Tom Kelly said in a company news release.

In addition, Epicor said Elliott's tender offer began "during a time of unprecedented market volatility and dislocation, which has negatively affected the company's stock price."

According to Epicor, Elliott has failed to provide information about its financial condition to support its claim that it has sufficient funds of approximately $950 million to complete the offer.

Epicor said it has a standalone plan that, when achieved, would provide greater value to its stockholders than the Elliott offer.

Elliott's offer is set to end at 11:59 p.m. ET on Nov. 12, unless extended, it was previously reported.

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

Elliott Associates is a New York hedge fund.

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