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8/31/2006
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Private Equity Group To Buy Intergraph For $1.3 Billion

Software vendor Intergraph has signed a definitive agreement to be acquired for roughly $1.3 billion by an investor group led by Hellman & Friedman and Texas Pacific Group.

SAN FRANCISCO — In a deal worth roughly $1.3 billion, software vendor Intergraph Corp. has signed a definitive agreement to be acquired by an investor group led Hellman & Friedman LLC and Texas Pacific Group, Intergraph said Thursday (Aug. 31).

Under the terms of the agreement, Intergraph stockholders will receive $44 in cash for each share of Intergraph common stock, representing a 22 percent premium over Intergraph's average closing share price for the last 20 trading days, Intergraph (Huntsville, Ala.) said.

"Our board of directors believes this transaction is in the best interests of our stockholders and underscores the significant operational and financial improvements Intergraph has made over the past three years," said Sidney McDonald, chairman of Intergraph's board of directors.

Hellman & Friedman and Texas Pacific Group, both based here, have previously partnered on a number of investments, JMI Equity, a San Diego-based private equity firm, is also a participant in the investment group, Intergraph said.

Intergraph's board has approved the merger agreement and is recommending that shareholders adopt it. The transaction is expected to be completed during the fourth quarter, pending shareholder approval and other regulatory approvals. The transaction will be financed through a combination of debt and equity financing and cash, cash equivalents and short-term investments of Intergraph, the company said.

"Intergraph remains deeply committed to the markets we serve, and we now expect to have even greater flexibility to invest in our customers, technology, people and future," said R. Halsey Wise, Intergraph President & CEO. "I attribute Intergraph's business transformation and operational progress to the people of Intergraph, whose determination and dedication to our modern mission have made our recent results possible."

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