Informatica Corporation (Nasdaq:INFA), the world’s number one independent leader in data integration software, today announced its decision to make, through its indirect wholly-owned subsidiary Informatica Deutschland AG, a voluntary public takeover offer in accordance with German laws to acquire all outstanding shares of German-listed Heiler Software AG (WKN 542 990). The consideration to be offered to all shareholders of Heiler Software will be EUR 7.04 per share in cash, or approximately EUR 80.8 million for the total number of outstanding shares (excluding treasury shares).
“The combination of Informatica’s proven multi-domain MDM platform and Heiler Software’s best-in-class PIM solution would deliver unique value to our customers,” said Sohaib Abbasi, chairman and CEO, Informatica. “Hundreds of customers rely on Informatica’s multi-domain MDM platform to manage master data, including cross-domain relationships, and synchronize accurate master data across operational and analytic systems. Customers around the world rely on Heiler Software’s PIM solution to manage the entire product data lifecycle for multi-channel commerce. The combination would deliver unique value to analyze relationships between products, customers, vendors and locations to optimize multi-channel commerce. With social computing and mobile computing transforming commerce, we are uniquely positioned to capture this growth opportunity together.”
Rolf J. Heiler, CEO, Heiler Software, said: “Informatica is a global leader in data integration software. A closer collaboration with Informatica provides many advantages for our customers, employees and partners. Our customers in the retail, manufacturing and distribution industries will be able to enhance revenue and profitability by refining their product portfolios, vendor mix and promotional offers across multiple channels.”
Informatica Multi-domain MDM and Heiler Software Multi-channel PIM to Deliver Unique Value
The combination of Informatica’s multi-domain master data management platform with Heiler Software’s multi-channel product information management solution would:
- Expand Informatica’s MDM business, advance Informatica’s leadership in MDM and extend Heiler Software’s leadership in PIM.
- Empower customers to optimize multi-channel commerce, including emerging growth opportunities through social and mobile commerce.
Heiler Software has extensive expertise in PIM with leading customers in a variety of industries. Together, customers would gain advanced and differentiated capabilities including:
- An authoritative view of products, customers, manufacturers and suppliers, as well as the relationships between them.
- Faster new product introduction, with less manual effort, and more accurate, trustworthy data.
- Automated on-boarding of supplier data to expand the portfolio of products in e‑commerce channels, also known as “endless aisle.”
- The exchange of data with trading partners.
- The interchange of data with on-premise and cloud-based enterprise resource planning (ERP), Customer Relationship Management (CRM) and analytical applications.
Additional Takeover Offer Details
The takeover offer will be supported by a majority of the shareholders of Heiler Software, who have entered into irrevocable agreements to tender their shares into the takeover offer. These shareholders include Rolf J. Heiler, founder, CEO and main shareholder of Heiler Software, and members of his family – who together hold approximately 30 percent of all outstanding Heiler Software shares – as well as all members of Heiler Software management and other key shareholders. The shares to be tendered into the takeover offer pursuant to the irrevocable agreements represent approximately 71.6 percent of all outstanding shares of Heiler Software (excluding treasury shares).
Informatica will make the takeover offer through its indirect wholly-owned subsidiary Informatica Deutschland AG. Informatica and Informatica Deutschland AG today entered into a transaction agreement with Heiler Software that establishes the essentials of the takeover offer and the associated goals for the further strategic development of Heiler Software.
The offer price represents a premium of approximately 147 percent compared to the XETRA closing price of Heiler Software shares on September 28, 2012. The completion of the takeover offer is subject to a minimum acceptance level of 67.5 percent of the outstanding shares (excluding treasury shares) and certain other offer conditions.
The takeover offer will only be made pursuant to an offer document approved by the German Federal Financial Supervisory Authority (BaFin). A draft of this offer document will be submitted to BaFin within the upcoming weeks and will be published following receipt of permission from BaFin, at which point the takeover offer will officially commence. The offer document and other information pertaining to the takeover offer of Informatica Deutschland AG will be made available on the internet at http://www.informatica-offer.com. Shareholders of Heiler Software are strongly advised to carefully read in full the offer document if and when it is published, as well as other publications and notifications of Informatica Deutschland AG in connection with the takeover offer.
Heiler Software’s shares are listed on the regulated market (regulierter Markt) – General Standard – on the Frankfurt Stock Exchange under ISIN DE 0005429906.
Note: Informatica, PowerCenter and Informatica MDM are trademarks or registered trademarks of Informatica Corporation in the United States and in jurisdictions throughout the world. All other company and product names may be trade names or trademarks of their respective owners.
Disclaimer and Forward-Looking Statements
This release is neither an offer to purchase nor a solicitation of an offer to sell Heiler Software AG shares or any other security. The offer document and the terms and conditions contained therein shall have sole relevance in respect of the offer. Investors and holders of shares in Heiler Software AG are advised to read the relevant documents regarding the takeover offer to be published by Informatica Deutschland AG because they will contain important information. Investors and holders of shares in Heiler Software AG will be able to receive the offer document as well as other documents pertaining to the offer from the website www.informatica-offer.com once these become available. Informatica Corporation will not be filing a Form 8-K relating to the takeover offer as it is not material to Informatica Corporation.
This release contains forward-looking statements, including those related to the takeover offer, the expected future business of Informatica Deutschland AG, Informatica Corporation or any other entity, and the expected benefits to customers, employees and shareholders. These statements are based on the current expectations of the management of Informatica Deutschland AG and Informatica Corporation and are inherently subject to risks, uncertainties and changes in circumstances. These expectations or any forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements. The potential risks, uncertainties and changes in circumstances that could cause actual results to differ materially include, among others, risks related to the completion of the takeover offer, product integration and the failure of the market to develop as expected. Informatica Deutschland AG and Informatica Corporation do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.