Epiq Systems Strikes Deal to be Acquired for $16.50 A Share by OMERS Private Equity and Harvest Partners

Epiq Systems, Inc.

revealed that it struck a definitive deal to be purchased by OMERS Private Equity, the private equity division of the OMERS pension plan, and funds managed by Harvest Partners, LP, for $16.50 per share in cash. The company said that the transaction represented a 42% premium to its unaffected closing share price of $11.63 as of February 19, the last trading day before a media report speculating about potential offers. In all, the transaction is valued about $1.0 billion including assumed debt obligations. Epiq Systems said that the planned deal is expected to close in the fourth quarter of the current year, subject to customary closing conditions. This included shareholder and regulatory approvals. The company indicated that the deal required the affirmative vote of the holders of a minimum of two-thirds of the outstanding shares of its common stock entitled to vote on the transaction. The company indicated that the two biggest shareholders of the company, Tom W. Olofson, founder, chairman and chief executive officer of the company, and the company's directors and other executive officers have already pledged their voting support. They represent about 38 percent of the total issued and outstanding shares of the company. Epiq's Chairman of the Strategic Alternatives Committee, Douglas Gaston, commented, "This transaction represents the successful culmination of a comprehensive review of strategic and financial alternatives to maximize value for all of Epiq's shareholders. After careful consideration, the Board determined that this transaction with OMERS Private Equity and Harvest Partners represents the highest and best offer received, offering Epiq shareholders at closing with immediate cash value at a substantial premium." The company indicated that the combination of Epiq and DTI would deliver considerable gains to its clients, partners and employees. This included widened range of service solutions, as well as, products. The stock edged up 0.28 percent on Tuesday.