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Published on 11/21/2008 in the Prospect News Special Situations Daily.

Elliott Associates drops bid for Epicor Software

By Lisa Kerner

Charlotte, N.C., Nov. 21 - Elliott Associates, LP terminated its offer to acquire Epicor Software Corp., it was announced on Friday.

Any Epicor shares tendered in Elliott's offer will be returned, an Elliott news release said.

The $7.50-per-share tender offer was set to end on Dec. 3.

Elliott, a 12.5% Epicor shareholder, cut its original offer price of $9.50 per share and had extended the offer twice since Nov. 12.

Epicor's board continued to unanimously recommend that stockholders reject the offer, which it considered "highly conditional" and "opportunistic."

In a letter to Epicor's board, Elliott said it remains interested in reaching an agreement with the company that would maximize shareholder value.

"Additionally, if we have learned anything from this process, it is that we are confident that a majority of the shareholder base is supportive of a change in the composition of the board," Elliott's letter said.

Commenting on the termination, Epicor reiterated that it is committed to building stockholder value through the execution of its business plan, product strategy and roadmap.

"We believe the company is in an excellent position to drive revenue growth and solid cash flows and we look forward to delivering sustained growth and value creation for our stockholders," Epicor said in a news release.

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


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