Selectica Merges with I-Many

2004-12-16 - San Jose, CA. & Edison, N.J., USA: Selectica, Inc. (Nasdaq: SLTC), which provides solutions for automating the sales Opportunity-to-Order process (including product configuration systems), and I-many, Inc., (Nasdaq: IMNY), a provider of advanced business solutions for Enterprise Contract Management and Corporate Commitments, recently announced that they have entered into a definitive agreement to merge. The combined company will have a comprehensive suite of products designed to lead the emerging multi-billion dollar market for automating revenue-centric processes for global enterprises engaged in both sell-side (customer facing) and buy-side (supplier facing) transactions.

Under the terms of the agreement, Selectica will pay $1.55 per share in cash for all outstanding shares of I-many common stock, for a total transaction value of approximately $70 million. The transaction has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including regulatory review and the approval of I-many's stockholders. Certain executive officers of I-many have entered into agreements to vote their I-many shares in favor of the transaction. The transaction is expected to close in the first calendar quarter of 2005.

I-many had 280 customers and $40 million in revenues in the trailing four quarters. It provides software and related professional services that enable companies to manage critical aspects of their contract-based, business-to-business relationships. I-many's solutions manage any type of commitment, from contracts and obligations to payments and collections. I-many's customers span a broad cross-section of industries and include recognised leaders such as Eli Lilly, GlaxoSmithKline, Procter & Gamble, Frito-Lay, and Honeywell Aerospace.

Selectica and I-many say that the key anticipated benefits of this transaction include:

- The most comprehensive solution for the enterprise compliance market, including configuration, price execution, quote management, contract management, contract compliance, regulatory compliance, revenue management, and prescriptive analytics.

-- A significant increase in size and scale for the combined company, with more than $70 million of revenue over the last twelve months.

-- The addition of a healthy, growing business that recorded a pro forma profit of more than $1 million for the nine months ended September 30, 2004. I-many's pro forma net income/(loss) per share differs from GAAP loss per share as it excludes impairment of goodwill and acquired intangible assets, amortisation of acquired intangibles, depreciation expense, non-cash option and warrant charges, in process research and development and restructuring and other charges.

-- The combination of a larger revenue base and potential cost savings are projected to accelerate profitability and provide future earnings leverage. Opportunities to eliminate duplicate functions and expenses are projected to yield cost savings of at least $10 million in the first year of combined operations. The combined company is expected to be profitable for the first full year of operations, excluding transaction-related charges, restructuring costs, and amortisation associated with acquired intangibles and other purchase accounting adjustments.

-- The acquisition is expected to be accretive to earnings per share in the first year of operation following the closing.

-- An installed base of more than of 350 industry leading customers in several vertical markets including Manufacturing, Life Sciences, Telecommunications, Consumer Packaged Goods, Food and Beverage, Retail and Financial Services.

The merger will involve a re-deployment of management figures from the two companies. Vince Ostrosky of Selectica will serve as Chairman, President, and CEO of the combined company; A. Leigh Powell, I-many's Chairman and CEO, will move to a new role as President of the Life Sciences Division; Terry Nicholson, I-many's COO, will move to a similar role in the new organisation; Stephen Bennion, Selectica's CFO, will become CFO of the combined company.

"This combination will extend our sales configuration and pricing solutions into an adjacent market where we see significant growth," said Vince Ostrosky, CEO of Selectica. "We've observed a rapidly growing need for businesses to achieve much tighter control of their revenue-centric business processes and to enforce contractual as well as regulatory compliance, including Sarbanes-Oxley. To solve this critical business challenge, a solution must combine a robust pricing engine - which is one of Selectica's key strengths - with the ability to effectively manage the contract lifecycle - which is I-many's specialty. We believe our combined expertise and rich suite of products will enable us to offer enterprises a cost-effective system of record for products, pricing and contracts allowing us to capitalise on significant revenue opportunities on both the buy-side as well as the sell-side of the enterprise. We also believe that I-many's strong presence in the Life Sciences market is very positive and we will continue to focus on this vital market segment with new products and services."

"We are also delighted with the strong match between the Selectica and I-many management teams, and we intend to continue pursuing both companies' existing businesses, as we see positive, long-term opportunities in the Opportunity-to-Order and the Contract Management markets," said Mr. Ostrosky.

I-many CEO and President Leigh Powell commented, "I-many's leading position in the Life Sciences industries, in combination with an expanded solution set, increased human capital, and a much stronger balance sheet, will significantly strengthen our capability to serve this important market. The combined company will preserve existing I-many sales, products, support, services and key management personnel as the starting point from which we expect to grow and succeed on an even larger scale. Selectica also has several key Life Science and Medical Device customers and together we intend to increase our product offerings for the Life Sciences markets with an expanded solution set. I am personally excited to be heading our efforts in Life Sciences and look forward to exceeding the standards we have set as a trusted business partner to our clients over the past decade."

Stephen Bennion, Selectica's CFO, added, "This merger is a great opportunity to bring Selectica and I-many together from the market, product, and people perspectives. We anticipate this combination will improve the financial metrics of both companies with a strong balance sheet and no long-term debt. We believe the incremental revenue opportunities presented by our entrance into the enterprise compliance arena, as well as opportunities to eliminate redundancies in our combined operations, will accelerate our path to profitability."

Laura Preslan, Research Director for AMR Research, Inc., a leading independent technology research firm, commented, "No out-of-the-box, cross-industry solutions exist today to help optimise contract terms, select the best terms and conditions, configure orders and contracts, execute orders against these contracts, measure contract compliance and help salespeople analyse contract profitability. As a result, a combined offering will be very compelling for sales and compliance managers to improve contract-oriented sales processes when the combined company delivers the integration of the two products."