PROS Holdings, Inc. (NYSE: PRO) and Cameleon Software (Paris: CAM) today
announced PROS has entered into a definitive tender offer agreement to
acquire Cameleon in an all-cash transaction valued at approximately €24
million (U.S. $33 million)1, net of cash acquired. The
transaction has been approved by the Boards of Directors of both PROS
and Cameleon, respectively on the 22nd and the 24th
of October, 2013. Under the terms of the agreement, PROS will commence
the proposed tender offer to acquire all the outstanding shares of
Cameleon. Key terms of the agreement include the following:
-
PROS offer of €2.05 per share represents a 45% premium on
Cameleon’s trailing 90-day average common stock price as of October
23, 2013.
-
PROS offer includes an additional €0.15 per share cash premium to
the shareholders tendering their shares and warrants if PROS succeeds
in holding 95% of Cameleon’s diluted2 voting
rights by December 31, 2014, which would result in a price of €2.20
per share, representing a 55% premium on Cameleon’s trailing 90-day
average common stock price as of October 23, 2013.
-
Cameleon’s four largest management shareholders together with IRDI
and SOPROMEC, Cameleon’s two largest independent shareholders,
representing in aggregate 26% of the diluted2
share capital of Cameleon, have agreed to tender their shares to PROS,
subject to regulatory approvals and other customary conditions.
Configure, Price and Quote (CPQ) software streamlines and simplifies the
configuration, pricing and quote-generation activities that accompany
solutions and negotiated selling. CPQ applications are also deployed to
support self-service sales environments, including business-to-consumer
(B2C) and business-to-business (B2B). According to Gartner, Inc., price
optimization and CPQ are the only two sales effectiveness technologies
identified as “transformational” in its report “Hype Cycle for CRM
Sales, 2013.” In the same report, both CPQ and price optimization are
recognized as being in the early mainstream adoption phase of the market.
“PROS planned acquisition of Cameleon represents another step in our
mission to help customers outperform,” said PROS President and CEO
Andres Reiner. “The proposed addition of Cameleon’s market-leading CPQ
solutions with PROS big data applications would offer a unique,
end-to-end sales effectiveness solution that drives sales growth.
Customers are seeking a single platform that combines the efficiency of
sales execution with big data science to optimize the lead-to-order
process. This would bring our vision of improving both sales efficiency
and effectiveness to a powerful new reality, and would put PROS in a
unique market position to provide a total solution for customers.”
Reiner continued, “PROS and Cameleon share a common culture and a
commitment to customer success and innovation as hallmarks of how we do
business. Both companies also share a belief that data science enables
businesses to accelerate growth. We look forward to retaining the very
talented Cameleon team under the leadership of Cameleon Founder,
President and CEO Jacques Soumeillan, who would lead the Cameleon CPQ
product line. We would also retain the highly regarded Cameleon brand,
built over many years in the CPQ market. We look forward to welcoming
Cameleon’s people, customers and partners to PROS.”
Cameleon President and CEO Jacques Soumeillan added, “With PROS, we find
a wealth of commonalities, a strong cultural fit and a shared interest
in helping customers improve sales effectiveness. We strive to deliver
the most innovative and robust CPQ solutions, and we are confident the
proposed combination of PROS and Cameleon would offer a unique value
proposition for our respective customers and partners. This would be a
tremendous opportunity for our employees in Europe and the U.S., as we
work together to grow the market, and expand domestically and
internationally.”
Benefits of the Planned Acquisition
The combination of PROS and Cameleon will unite two innovators that help
customers outperform. Key strengths expected from the combination would
include the following:
-
Aligns with PROS strategy of providing big data solutions that
drive sales growth: Cameleon’s CPQ solutions drive sales growth by
streamlining and simplifying the selling and quoting process.
According to Gartner, companies that invest in CPQ solutions can
increase their revenue growth rates by as much as 10%. The addition of
Cameleon’s solutions to the PROS portfolio would meet the growing
demand for an end-to-end sales effectiveness solution that optimizes
products, prices and offers.
-
Offers immediate benefits to customers: The integration of PROS
and Cameleon would provide a single platform that combines the
transformational benefits of sales execution and big data science to
optimize the lead-to-order process. Customers have been forced to use
different technologies to optimize prices, and configure product
offers and quotes. The combined solution would bring together two key
decisions in the sales process, providing best-in-class automation,
data science, analytics and execution that gives sales reps a
competitive selling advantage.
Additional Details Regarding the Proposed Cameleon Acquisition
Under the terms of the transaction, PROS will commence a tender offer to
acquire all of the outstanding shares of Cameleon. PROS offer is not
subject to any conditions precedent and will be filed with the French “Autorités
des Marchés Financiers” (AMF) by October 31, 2013, at the latest.
The completion of the offer is subject to, among other things, the
successful tender of shares by Cameleon shareholders representing no
less than 65% of the number of shares, including IRDI, SOPROMEC and
management, and required regulatory approvals. If successful, the
transaction would close in the first quarter of 2014. The offer
documents, together with additional offer details, will be submitted to
the AMF in accordance with French law. Cameleon shareholders and other
investors are urged to read carefully all tender offer materials prior
to making any decision with respect to the tender offer. PROS intends to
launch a squeeze-out procedure should it reach the 95% threshold,
following completion of the offer.
Bellot Mullenbach & Associés has been appointed by the Cameleon board of
directors as independent experts. The firm has delivered a fairness
opinion on the tender offer. PROS has been advised by Bryan, Garnier &
Co. (also acting as presenting bank for the offer) and TaylorWessing.
Cameleon has been advised by Financière Cambon and De Pardieu Brocas
Maffei.
PROS to Discuss Strategic Benefits of the Proposed Acquisition of
Cameleon on Previously Scheduled Third Quarter 2013 Earnings Call on
Nov. 4, 2013.
PROS Holdings will host a conference call on Monday, Nov. 4, 2013, at
4:30 pm EST to discuss the Company’s third quarter financial results and
business outlook. During the call, management will also provide
additional detail regarding the strategic benefits of the planned
acquisition of Cameleon Software. To access this call, dial (800)
510-9691 (toll-free) or (617) 614-3453, and enter pass code 36343579.
The live webcast of the conference call can be accessed under the
“Investor Relations” section of the Company’s web site at www.pros.com.
Following the call, an archived webcast will be available in the
“Investor Relations” section of the Company’s web site at www.pros.com.
A telephone replay will be available until Nov. 11, 2013, at (888)
286-8010 (toll-free) or (617) 801-6888 using the pass code 76792426.
About Cameleon
Cameleon (Paris: CAM) is a global leader in multichannel, multi-device
product configurator, quotes, proposals and eCommerce software. Cameleon
solutions empower customers’ sales teams to streamline their
quote-to-order process and increase sales across all channels, and
marketing teams to define and launch new products faster. Cameleon’s
solutions integrate to leading CRM and ERP systems including Salesforce,
SAP, Oracle and Microsoft and are available as both SaaS and on
premises. Cameleon Software is a public company with strong references
in industries such as insurance and financial services, telecom, hi-tech
and manufacturing, including Pearson, MMA, Sage, ThyssenKrupp, SFR, and
Tyco. To learn more, visit http://www.cameleon-software.com.
About PROS
PROS Holdings, Inc. (NYSE: PRO) is a big data software company that
helps customers outperform in their markets by using big data to sell
more effectively. We apply 27 years of data science experience to unlock
buying patterns and preferences within transaction data to reveal which
opportunities are most likely to close, which offers are most likely to
sell and which prices are most likely to win. PROS offers big data
solutions to optimize sales, pricing, quoting, rebates and revenue
management across more than 30 industries. PROS has completed over 600
implementations of its solutions in more than 50 countries. The PROS
team comprises more than 700 people around the world. To learn more,
visit www.pros.com.
Forward-looking Statements
Statements herein regarding the proposed transaction between PROS and
Cameleon, future financial and operating results and any other
statements about future expectations constitute “forward looking
statements.” These forward looking statements may be identified by words
such as “believe,” “expects,” “anticipates,” “projects,” “intends,”
“should,” “would,” “estimates” or similar expressions. Such statements
are based upon current beliefs and expectations and are subject to
significant risks and uncertainties. There are a number of important
factors that could cause actual results or events to differ materially
from those indicated by such forward-looking statements. Further,
forward-looking statements speak only as of the date they are made, and
neither Cameleon or PROS undertake any obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results over time unless required by law.
1Based on a share price including a €0.15 per share cash
premium, i.e., €2.20 per share
2Including the warrants and stock options
Copyright Business Wire 2013