Exact Submits Public Offer to Acquire Orisoft Technology (Malaysia)

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Delft, the Netherlands and Kuala Lumpur, Malaysia - November 10, 2008 - Exact Holding N.V. today announced that its wholly-owned subsidiary Exact Group B.V. (“Exact”) submitted a public offer to purchase all shares of Orisoft Technology (“Orisoft”), a key Asian HRM software company based in Kuala Lumpur, Malaysia.

The offer was submitted to Orisoft.  Upon clearance of the Offer Document by the Malaysian Securities Commission, the offer will be opened for acceptance by the Orisoft shareholders and the Offer Document will be published on

www.orisoft.com.my

.  

Exact will offer to purchase all outstanding Orisoft shares for MYR 0.275 per share in cash from secured funds, which represents a total consideration of MYR 14.15 million (3.1 million Euro). Compared to the share price, this represents a premium of 26% to Orisoft’s average closing share price over the last 6 months, a premium of 18.9% to Orisoft’s average closing share price over the last 3 months and a premium of 14.6% to Orisoft’s closing share price on November 7, 2008. The offer will be subject to customary conditions, including a threshold of 90% of the outstanding shares to be offered to Exact. The transaction is expected to close in January 2009 and therefore will not have any impact on Exact’s financial results in 2008.

The planned acquisition will increase the scale of Exact in

<?xml:namespace prefix = st1 />Malaysiaand

Thailand

and strengthen Exact’s HRM solution offering in the APAC region. Furthermore Orisoft will complement Exact’s strategic focus on international companies in the region with its payroll and HRM solution portfolio and its international customer base. In turn, Orisoft will benefit from Exact’s financial strength and its subsidiary network in
Asia, which will extend and strengthen Orisoft’s distribution channel.

“

We are very happy about and absolutely committed to Orisoft’s proven product portfolio, the quality and knowledge of its employees, and its diverse and distinguished customer base,

” said Raj Patel, CEO of Exact Software.

“We are very excited to be joining the Exact family. The complementary product offerings will provide cross sell opportunities to customers on both sides and we believe that a significant number of our customers could benefit from the Exact Synergy platform,” said Tan Yeong Kim, CEO of Orisoft.

 

About Orisoft Technology

Established in 1990, Orisoft is a leading software provider of HRM solutions with offices inKuala Lumpur,Malaysiaand

Bangkok,Thailand

. Its solution portfolio is built around human resources and comprises of software solutions for human resource management, time and attendance management, payroll administration and employee self service. Orisoft serves customers inMalaysia,Thailand,Philippines,Singapore,Indonesiaand

Vietnam

.

Listed on the MESDAQ Market of the Malaysian stock exchange since 2003. Orisoft has grown to a company with 56 employees in Malaysia and 24 in Thailand and a revenue of approximately MYR 6.2 million (ca. 1.4 million Euro) in Malaysia and MYR 1.0 (ca. 0.2 million EUR) in Thailand for the financial year that ended 28 February 2008.

 

Established in 1984, Exact Software is one of the world’s leading providers of business software solutions. Its integrated solutions comprise traditional enterprise resource planning (ERP) as well as related software solutions such as human resource management (HRM), customer relationship management (CRM), corporate performance management (CPM), project management and electronic workflow.

Exact is headquartered in Delft, the Netherlands and has offices in Europe, the Middle East, North, Central and South America, Asia, Australia and Africa. With around 2,500 employees, subsidiaries in more than 40 countries, and solutions available in 40 languages, Exact currently serves customers in more than 125 countries.

Revenues in 2007 amounted to € 252.1 million. Exact Holding N.V. has been listed on Euronext Amsterdam since June 1999.

Media Relations

                                                                       

Edelman                                                                                 
Leoni Janssen                                                 
e-mail:

leoni.janssen@edelman.com

                                     
Tel: +31 (0) 20 3010980 or +31 (0)6 1507 6234                                           

Investor Relations

Jeroen Bruins Slot
Tel: +31 (0)15 7501408 or +31 (0)6 2666 3669
e-mail:

ir@exactsoftware.com

  

Exact Holding N.V.
Poortweg 6
P.O. Box 5066
2612 PA Delft
The Netherlands

www.exactsoftware.com

 

 

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