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Saturday, July 4, 
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Epicor Software to buy NSB Retail for $322M

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Business software maker Epicor Software Corp. on Monday moved to expand its specialty retail business, agreeing to acquire NSB Retail Systems plc for about $322 million.

Stafford, U.K.-based NSB provides software to more than 150 retailers worldwide that helps clients connect to customers, buy the right products and run a more efficient operation.

Under the terms, Epicor to pay 38 pence in cash for each share of London Stock Exchange-listed NSB. The deal is expected to close in early 2008. As of June 30 NSB had $34.6 million of cash on its balance sheet and no debt.

Epicor offers resource planning, customer relationship management and supply chain management software to more than 20,000 customers in 140 countries. The company has been an active dealmaker, last year buying CRS Retail Systems Inc. from Accel-KKR LLC for $121 million.

Company chairman and CEO George Klaus in a statement said that NSB's "current retail market focus is well-aligned" with is firm and should help Epicor grow retail markets.

"We believe that NSB is an excellent next step in our stated commitment to grow Epicor both organically and through highly strategic and accretive acquisitions to create a larger, stronger and more profitable company," Klaus said. "Over the past five years, we have successfully completed four acquisitions of ever increasing scale and integrated each one on a timely basis while meeting our financial and technology commitments and providing value to our customers, employees and shareholders."

NSB CEO David Henning is expected to remain with the combined company managing Epicor's retail business.

Epicor said it would fund the purchase with cash on hand and borrowings. The company said it has replaced its credit facility with a new senior secured facility arranged by Banc of America Securities LLC and with Bank of America NA as administrative agent and KeyBank NA acting as syndication agent. The new credit line provides Epicor with a secured revolver of up to $100 million and a secured term loan facility also up to $100 million.UBS Investment Bank is advising Epicor while Close Brothers Corporate Finance is acting as adviser to NSB.

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