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Contacts: Deirdre Blackwood Tim Mullane
Corporate Communications Talus Solutions
301-255-3143 678-556-5225
Nate Wallace
Investor Relations
301-984-5059
Marc Chimes
Ogilvy Public Relations Worldwide
202-452-9482
FOR IMMEDIATE RELEASE
MANUGISTICS AGREES TO ACQUIRE TALUS SOLUTIONS
Acquisition Redefines Supply-Demand Chain Optimization -- Creates 1st
Profit-Focused Solution for Total Trading Network Management
ROCKVILLE, Md. and ATLANTA, Ga.--September 21, 2000-- Manugistics Group, Inc.
(Nasdaq: MANU), a leading global provider of intelligent supply chain and
eBusiness solutions for enterprises and evolving trading networks, and Talus
Solutions, Inc., the world leader in Pricing and Revenue Optimization (PRO)
products and services, today announced Manugistics has signed an agreement to
acquire Talus in an approximately $366 million tax-free stock-for-stock merger.
The acquisition of Talus Solutions, which reported approximately $40 million in
revenue for FY'99, brings Manugistics' leading supply chain optimization and
eCommerce infrastructure solutions together with Talus' premier profitability
optimization solutions. The combined company will be first to market with an
end-to-end solution that combines the traditional cost reduction strengths of
supply chain optimization with the pricing and revenue enhancing optimization
capabilities that will help maximize profits across the supply-demand chain.
Drawing upon the expertise of the two companies, the new solutions will be well
suited for both Manugistics' target markets and the complex, dynamic pricing
environment of eBusiness.
"The company's combined capabilities can offer the market the next generation
solution that streamlines and maximizes business processes throughout the
supply-demand chain - promoting increased levels of profitability and
competitive value," said Manugistics CEO Greg Owens in announcing the
acquisition. "Price sensitivity and demand elasticity are key elements in the
business decision process. The expertise and products of Talus Solutions will
enable us to offer our customers the break-through innovation of a fully
optimized, eBusiness supply-demand network. And by optimizing supply, revenue
and margins across the value chain, enterprises and trading networks will have
the tools to sell the right products to the right customers at the right time
through the right channels at the right prices - for higher profits."
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Talus Solutions CEO Tom Madison concurred, stating that, "Fundamentally, what
excites us is that we are redefining two spaces - supply chain and PRO - and
creating a technology blueprint for the future. By integrating our complementary
optimization technologies we will enable companies to focus not just on
optimizing supply and demand - OR - revenue and cost, but on optimizing the
supply-demand chain throughout the entire enterprise. This is exactly what our
clients are looking for."
Talus Solutions: Pricing and Revenue Optimization for Profitable Growth
"Talus Solutions' pricing and revenue optimization technology, broad solution
footprint, deep domain expertise, and an impressive client list were key drivers
behind our decision to acquire Talus," said Greg Owens. "This strategic
acquisition builds on our business strategy to aggressively invest in new
products and solutions, to differentiate ourselves in the market, and to deliver
results to our clients."
|X| Broadest Footprint Talus Solutions has the broadest footprint and deepest
functionality in pricing and revenue optimization. Talus offers the
following solutions: Dynamic Pricing Optimization, Target Pricing
Optimization, and Promotions Pricing Optimization. The suite also includes
Revenue and Yield Management.
|X| Impressive Customer Base Talus Solutions has primarily a Fortune 500
customer base covering a broad range of markets including: transportation,
travel and hospitality, electronics and high technology, and motor vehicle
and parts.
- Talus' clients include 17 of the 25 largest airlines, 7 of the 10
biggest hotel chains and 4 of the top 5 rental car companies.
Clients include United Airlines, Ford Motor Company, UPS and
Tickets.com.
|X| Deep Domain Expertise Talus Solutions has the largest base of expertise in
PRO technology. Talus has over 250 employees many of whom hold doctoral
degrees.
New Opportunities for Pricing and Revenue Optimization (PRO) in the Supply Chain
Pricing and Revenue Management (PRM), the precursor to PRO, has been used
effectively by the travel, transportation and hospitality markets since the
mid-80's. PRM has enabled hotels and airlines to analyze historical sales
information and optimize revenue of seats or hotel rooms based on the mix of
time-sensitive, higher paying business travelers and other price sensitive
travelers.
Other industries, such as manufacturing or retail, share similar characteristics
with the airline and hotel industries - like perishable resources, fixed
capacity, advanced sales/bookings, uncertain demand or seasonal demand -
characteristics that companies can optimize to realize significant benefits from
the combined company's supply-demand chain pricing and revenue optimization
solutions.
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Manufacturing capacity can be considered a fixed or constrained resource, given
process design and capacity equipment expansion costs. A nimble supply and
profitability optimization solution allows for fine-tuning of scheduling and
pricing of under-utilized or over-utilized processing time. The fine-tuning
through pricing is relatively inexpensive when compared to the cost of acquiring
and maintaining additional capacity or liquidating excess capacity.
Supply-Demand Chain Optimization can help give companies the answers they need
to make the smart business decision by simultaneously evaluating all the
business considerations and exceptions - all in real time.
Terms of the Agreement
Under the agreement, Manugistics will acquire all outstanding stock and will
assume all of the stock options of Talus, a privately held company. For the
transaction, Manugistics will issue or reserve for issuance between 4.2 and 5.0
million shares of Manugistics common stock. The total value of the transaction
is approximately $366 million, based upon the closing price of Manugistics
common stock on September 20, 2000. The final value of the transaction and
number of shares to be issued will be based upon Manugistics average price for
the fifteen-day period prior to closing.
This transaction will be accounted for as a purchase transaction and will result
in the recording of an intangible asset. Manugistics expects this acquisition to
have a dilutive effect on earnings for the next three quarters, and accretive
thereafter, excluding the amortization of this intangible asset. Going forward
Manugistics intends in the future to report earnings net of the amortization of
this intangible asset.
About Talus Solutions, Inc.
Headquartered in Atlanta with offices in Silicon Valley and London, Talus
Solutions offers innovative software systems that have delivered billions of
dollars in incremental revenue and profits to its customers. More information
about Talus Solutions is available at www.TalusSolutions.com.
About Manugistics Group, Inc.
Headquartered in Rockville, Md., Manugistics Group, Inc. is a leading global
provider of intelligent supply chain eBusiness solutions for enterprises and
evolving trading networks. With more than 900 clients, Manugistics helps power
intelligent decisions for profitable growth in leading companies such as
Amazon.com, Coca-Cola Bottling, Commerx, Compaq, DuPont, eConnections,
FreightWise, General Electric, Harley-Davidson, Hormel, Nestle, Timberland and
Unilever.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks
and uncertainties, and there are important factors that could cause actual
results to differ materially from those anticipated by such statements. Certain
of such statements may be identified by use of words or phrases such as
"anticipate," "believe," "estimate," "expect," "foresee," "future," "intend,"
"optimistic," "positioned," "well-positioned" or "will." A discussion of these
factors is set forth in the company's Annual Report on Form 10-K for the year
ended February 29, 2000 (under the caption "Factors That May Affect Future
Results," within the section titled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in the report) and
other reports and documents filed with the Securities and Exchange Commission
which are publicly available. Copies of these documents may also be obtained by
contacting the company's Investor Relations department at 301-984-5000. The
company assumes no obligation to update the information contained in this press
release.
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Additional Information and Where to Find It
Manugistics Group, Inc. will be complying with the filing requirements of SEC in
connection with the acquisition. The filings will contain more complete
information about the acquisition. Investors and security holders are urged to
read SEC filings regarding this acquisition carefully when they are available.
These documents will contain important information about Manugistics Group,
Inc., Talus Solutions, Inc., the acquisition and related matters. Investors and
security holders will be able to obtain copies of these documents through the
website maintained by the U.S. Securities and Exchange Commission at
http://www.sec.gov. Copies of these documents may also be obtained by request
from Manugistics by mail to Manugistics, 2115 East Jefferson Street, Rockville,
MD 20852-4999 attention: Investor Relations, telephone: (301) 984-5000.
You may read and copy any reports, statements or other information filed by
Manugistics at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the Commission's other public reference
rooms in New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on the public reference rooms.
Manugistics' filings with the Commission are also available to the public from
commercial document-retrieval services and at the Web site maintained by the
Commission at http://www.sec.gov.
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Manugistics is a registered trademark, and the Manugistics logo and the phrase
"Leveraged Intelligence" are trademarks, of Manugistics, Inc. All other product
or company names mentioned are used for identification purposes only, and may be
trademarks of their respective owners. Additional information about Manugistics
can be found at the company's site on the World Wide Web, at
http://www.manugistics.com
