Acquisition(s)

17 July 2003 The Sage Group announces agreement to acquire US business management software vendor Timberline The Sage Group plc ('Sage') announces that it has agreed to acquire NASDAQ-listed Timberline Software Corporation ('Timberline'), based in Oregon, US. Timberline shareholders will receive $8.25 per share, a premium of 33.3% to the closing share price of Timberline on 16 July 2003. Timberline has net cash of £6.8m giving an enterprise value of £57.1m and an equity value of £63.9m for the transaction. The acquisition consideration, to be paid in cash, will be financed using Sage's existing debt facilities and cash balances. The acquisition is subject to approval by Timberline shareholders as well as regulatory clearances and is expected to complete by mid-September 2003. With over 20,000 active customers, primarily in the US, Timberline is a leading provider of accounting, estimating and business management software for small to medium-sized businesses in the construction and real estate industries. As in the Sage business model, Timberline uses a distribution channel of resellers complemented by direct sales. The proposed acquisition of Timberline is consistent with the Sage strategy of expanding its products and services to meet the industry-specific requirements of its customers. Upon completion of the acquisition, Timberline will become part of Sage's US business, Best Software, and will expand Best's product range into the US construction and real estate industries. Timberline's products will provide a natural migration path for those Best customers seeking to replace their existing software with an industry-specific software solution. In addition, Timberline's customers will benefit from Best's range of products and services. Timberline Chief Executive Curtis Peltz, commented 'We look forward to becoming part of Sage. Sage and Timberline have very similar market strategies, as well as a shared focus on providing excellent service to customers. We believe our customers, employees and business partners will realise significant benefits from the merger of our two companies.' Timberline's revenue for the year ended 31 December 2002 was £38.4m with an operating profit of £1.3 million. As in the Sage business model, there is a focus on maintenance and service revenues: these contributed 53% of the year's revenue. At 31 December 2002, Timberline had net assets of £15.7m. Commenting on today's announcement, Paul Walker, Chief Executive, said: 'The acquisition of Timberline fits with our strategy of acquiring locally developed and locally supported market-leading software brands. Timberline will expand our business into two significant vertical markets: construction and real estate. We expect to create value through selling Timberline's products to our large and growing US customer base, and also through selling additional Sage products and services to Timberline customers.' All financial information calculated on the basis of £1 = $1.61 Enquiries The Sage Group plc +44 (0) Financial Dynamics +44 (0) 20 191 255 3000 7831 3113 Paul Walker, Chief Executive Giles Sanderson Paul Harrison, Finance Director Harriet Keen Notes to editors The Sage Group plc is a leading international supplier of accounting and business management software solutions and related products and services for small to medium-sized enterprises. Formed in 1981, Sage was floated on the London Stock Exchange in 1989 and the Group now employs over 5,500 people worldwide.

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