MAM Software Group, Inc. (NASDAQ Capital Market: MAMS), a leading global provider of on-premise and cloud-based business management solutions for the automotive parts, tire and vertical distribution industries, today announced that it has entered into a definitive agreement under which it will be acquired by Kerridge Commercial Systems (KCS), which provides software, services and support to deliver fully integrated trading and business management solutions to trade, wholesale, manufacturing and distribution customers across the world, in an all-cash transaction valued at approximately $154.2 million. Under the terms of the agreement, MAM stockholders will receive $12.12 per share in cash for each common share of MAM, which represents a 14% premium over the closing price on August 30, 2019 and a 38% premium over the prior 90-day average of $8.80 per share.
"This all-cash transaction provides MAM Software's stockholders with a premium over the pre-announcement market price of their shares, and we believe it will allow our team to increase our focus on long-term success that will benefit customers, employees and partners. Together with KCS, we can offer a broader portfolio of solutions to our customers globally," said Mike Jamieson, MAM Software CEO.
"We have long believed that a partnership between MAM Software and KCS would create a range of significant strategic opportunities," said Ian Bendelow, CEO of Kerridge Commercial Systems. "MAM has significant traction in the automotive aftermarket sector that augments our solution offering, and this combination also will expand our U.S. market presence. We look forward to joining with the MAM team as we invest further in the business to accelerate MAM Software's growth and bring greater value to its customer base."
Following an extensive review of strategic alternatives and a thorough process, MAM's Board of Directors have unanimously approved the proposed transaction. Following the execution of the merger agreement, stockholders of MAM representing more than 50% of MAM's outstanding shares delivered a written consent approving the transaction and no other approval of MAM's Board of Directors or stockholders is required to complete the transaction. The transaction, which is expected to close in or prior to the fourth quarter of 2019, is subject to certain customary closing conditions. A copy of the definitive agreement will be made available at MAM's website at www.mamsoftware.com.
Mirus Capital Advisors and Sullivan & Worcester LLP are serving as MAM's financial and legal advisors, respectively, for this transaction. Kirkland & Ellis LLP is serving as KCS's legal advisor.
About MAM Software Group, Inc.
MAM Software is a leading global provider of cloud-based business and on-premise management solutions for the auto parts, tire and vertical distribution industries. The company provides a portfolio of innovative software (SaaS and packaged), data (DaaS), and integration (iPaaS) services that enable businesses to intelligently manage core business processes, control costs and generate new profit opportunities. MAM's integrated platforms provide a wealth of rich functionality including: point-of-sale, inventory, purchasing, reporting, data and e-commerce. Wholesale, retail and installer business across North America, the U.K. and Ireland rely on MAM solutions, backed by dedicated teams of experienced service and support professionals. For further information, please visit www.mamsoftware.com.
About Kerridge Commercial Systems
Kerridge Commercial Systems (KCS) provides specialist software, services and support to deliver fully integrated trading and business management solutions to distributive trades customers, large and small – wherever they are in the world. With our heritage in distributive trades, our technical experts are thought leaders in trading and management technology, and our innovative and flexible approach ensures our customers partner with us for the long-term. Our mission is simple: to design and deliver high performance, integrated ERP solutions that enable our distributive trade customers to source effectively, stock efficiently, sell profitably and service competitively. For further information, please visit www.kerridgecs.com.
