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FOR IMMEDIATE RELEASE
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INVESTOR CONTACTS: NATE WALLACE RAJ RAJAJI
Manugistics, Inc. Manugistics, Inc.
Director, Investor Relations Chief Financial Officer
301-984-5059 301-984-5087
PRESS CONTACTS: JOEL WEINSHANK EAMON BOBOWSKI
Manugistics, Inc. Ogilvy PR (For Manugistics)
[email protected] [email protected]
301-984-5330 202-736-1652
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MANUGISTICS COMPLETES ACQUISITION OF TALUS SOLUTIONS
SUPPLY CHAIN MANAGEMENT AND PRICING AND REVENUE OPTIMIZATION
TO DELIVER ENTERPRISE PROFIT OPTIMIZATION(TM)
ROCKVILLE, MD. -- DECEMBER 22, 2000 -- Manugistics Group, Inc. (Nasdaq: MANU)
today announced it has completed its acquisition by merger (Merger) of Atlanta,
Ga.-based Talus Solutions, Inc. The closing of the acquisition is a major
differentiator in Manugistics' efforts to provide the world's first enterprise
profit optimization (EPO) solutions that are designed to maximize both revenue
and margin contribution.
In connection with the closing of the Merger, Manugistics issued a total of
7,026,260 shares of Manugistics common stock, which have a value of
approximately $299,382,000 based on the closing price of Manugistics common
stock on December 21, 2000. Of these shares, a total of approximately 5,972,530
shares were delivered to Manugistics' exchange agent for direct transfer to the
former Talus stockholders following closing of the Merger. A total of
approximately 1,053,730 shares are being delivered to State Street Bank and
Trust Company, as escrow agent, to secure potential indemnification claims of
Manugistics. To the extent that the escrowed shares are not subject to
indemnification claims on the various release dates when distribution is to
occur, the escrowed shares will be delivered to the Talus stockholders in three
installments, with the last such installment due to be distributed on September
30, 2002.
In addition, a total of approximately 1,373,608 shares have been reserved for
issuance upon exercise of outstanding Talus stock options and warrants assumed
by Manugistics in connection with the Merger.
Certain former Talus stockholders holding a total of approximately 5,456,460
shares of Manugistics common stock, including escrowed shares, have agreed not
to resell such shares prior to certain staged release dates. The lock-up period
as to the last of such shares ends on October 31, 2001.
"The integration of Talus' products into Manugistics' core offerings is on track
to produce an entirely new category of solutions designed to help enterprises
and marketplaces increase
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revenue, lower operating costs, enhance profitability and accelerate growth,"
said Greg Owens, Manugistics chairman designate and chief executive officer. "We
are already seeing considerable interest from within our installed client base -
as well as in numerous sales cycles - for our pricing and revenue optimization
solutions. With the Talus acquisition, we anticipate revenue growth in our 2002
fiscal year to be in excess of 50% over that of fiscal year 2001."
Esther Dyson, chairman of EDventure Holdings, a publisher of computer industry
literature and sponsor of national and international computer industry forums,
was today appointed a Class I director of Manugistics, with a term expiring in
2002. Ms. Dyson served on the board of Talus Solutions, Inc. and currently
serves on the board of various Internet and information technology companies.
She is a graduate of Harvard University with a degree in economics and recently
finished a two-year term as founding chairman of ICANN, the Internet Corporation
for Assigned Names and Numbers.
Steven A. Denning, currently Executive Managing Member of General Atlantic
Partners, LLC, a private equity investment firm focused exclusively on Internet
and information technology investments, was today appointed a Class II director
of Manugistics, with a term expiring in 2003. He has been with General Atlantic
Partners, LLC since 1980. General Atlantic Partners, LLC is a significant
stockholder of Manugistics. Mr. Denning also serves on the boards of Eclipsys
Corporation, Exult, Inc., EXE Technologies, Inc., and Infogrames Inc. as well as
several private information technology companies. He received an M.B.A. from
Stanford Graduate School of Business, an M.S. degree from the Naval Graduate
School and a B.S. from the Georgia Institute of Technology.
ABOUT MANUGISTICS GROUP, INC.
Headquartered in Rockville, Md., Manugistics Group, Inc. is the premiere global
provider of enterprise profit optimization (EPO) solutions that combine supply
chain management and pricing and revenue optimization. Manugistics' EPO
solutions help enterprises and marketplaces lower operating costs, enhance
profitability and accelerate growth. The company's list of clients includes
industry leaders such as 3Com, Amazon.com, BP, Brown & Williamson, Coca-Cola
Bottling, Compaq, DuPont, eConnections, Ford, FreightWise, General Electric,
Harley-Davidson, Hormel, Marriott, Nestle, Timberland, Unilever and United
Airlines. For more information, go to www.manugistics.com.
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
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company's Investor Relations department at 301-984-5000. The company assumes no
obligation to update the information contained in this press release.
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
