4133-9134-0376.12 Aptean Enters into Defini�ve Agreement to Acquire Logility Aptean to acquire all outstanding shares of Logility for $14.30 per share in cash ALPHARETTA, GEORGIA; ATLANTA, GEORGIA; JANUARY 24, 2025 – Today, Aptean, a global provider of mission-cri�cal enterprise so�ware solu�ons backed by TA Associates (“TA”), Insight Partners, Charlesbank Capital Partners (“Charlesbank”), and Clearlake Capital Group, L.P. (“Clearlake”), announced that it has entered into a defini�ve agreement to acquire Logility Supply Chain Solu�ons, Inc. (Nasdaq: LGTY) (“Logility” or the “Company”), a leader in AI-first supply chain management so�ware. Under the terms of the agreement, Aptean will acquire all of Logility’s outstanding common stock for $14.30 per share in an all-cash transac�on. The per share purchase price represents a 27.0% premium to the January 23, 2025 Logility closing share price and a 28.4% premium to the 30-day volume-weighted average share price as of that date. In addi�on, the per share purchase price represents a 30.1% premium to the unaffected Logility closing share price on Friday, December 6, 2024, prior to 2717 Partners’ public leter on December 9, 2024, calling for Logility to review strategic alterna�ves, and a 34.1% premium to the 30-day volume-weighted average share price as of that date. Headquartered in Atlanta, Georgia, Logility provides AI-powered, advanced supply chain planning solu�ons designed to op�mize inventory, improve demand forecas�ng, and streamline produc�on planning. Logility delivers a comprehensive suite of solu�ons including demand planning, inventory and supply op�miza�on, manufacturing opera�ons, network design, and vendor and sourcing management. Logility’s solu�ons are used by over 500 clients in more than 80 countries, spanning the consumer durable goods, apparel/accessories, food and beverage, industrial manufacturing, fast moving consumer goods, wholesale distribu�on, and chemicals ver�cals. “Logility possesses years of experience helping global organiza�ons design, build, and manage their supply chains” said Aptean’s CEO, TVN Reddy. “The Logility pla�orm delivers a mission-cri�cal suite of AI- powered supply chain planning solu�ons designed to address even the most complex requirements. We look forward to welcoming Logility’s loyal customers and experienced team to Aptean.” “Since TA’s ini�al investment in 2019, Aptean has con�nued to be a leader in innova�on for its manufacturing and supply chain clients around the globe. We believe that integra�ng their complementary solu�on suites will enable Aptean and Logility to further innovate and enhance their offerings, strengthening their shared commitment to driving client success. We are excited to see the poten�al this partnership can unlock,” said Hythem T. El-Nazer, Co-Managing Partner at TA. "We are pleased to announce this transac�on with Aptean, which will deliver significant and immediate value to our shareholders," said James B. Miller, Jr., Chairman of Logility’s Board of Directors. "Our Board has consistently evaluated the Company's standalone plan against other strategic opportuni�es. With the assistance of our financial and legal advisors, the Board conducted a thorough and fulsome auc�on process commencing late in the summer of 2024. As a result of this process, we unanimously determined that a sale to Aptean represented the best way to maximize shareholder value while also ensuring the Company remains well-posi�oned to con�nue providing innova�ve and leading solu�ons to clients."
4133-9134-0376.12 “Aptean’s acquisi�on of Logility represents a new and exci�ng chapter for our Company,” said Allan Dow, President & CEO of Logility. “Logility’s mission is to help organiza�ons build sustainable, profitable supply chains that improve people’s lives and the world we live in. We look forward to con�nuing to provide AI-first solu�ons to our strong client base alongside Aptean, which has an impressive track record of helping manufacturers and distributors thrive. We believe this transac�on is a great outcome for our clients, Company and shareholders and will help Logility achieve its long-term poten�al.” Strategic and Financial Benefits • Enhanced Focus: By becoming part of Aptean, a privately held company with strong investor backing, Logility will be able to beter focus on its long-term strategy without the addi�onal considera�ons and costs required of a public company. • Access to Resources: Aptean will provide Logility access to resources that can help accelerate growth and drive strategy execu�on. • Enhanced Combined Offerings: Both organiza�ons offer complementary leading-quality solu�on suites with a proven track record of making clients successful. Working alongside each other, the integra�on of Logility’s and Aptean’s complementary technologies will result in enhanced combined offerings for clients. • Shareholder and Client Value: The defini�ve agreement reflects Logility’s commitment to maximizing shareholder value and provides a founda�on for Logility to con�nue making its clients more successful in the future. Transac�on Details The transac�on is expected to close in the second quarter of 2025, subject to customary closing condi�ons, including approval of the transac�on by Logility’s shareholders and receipt of regulatory approvals. The Logility Board of Directors unanimously approved the defini�ve agreement and recommends that Logility’s shareholders vote in favor of the transac�on. The transac�on is not subject to a financing condi�on. Upon comple�on of the transac�on, Logility will become part of a privately held company, and its shares of common stock will no longer be listed on The Nasdaq Global Select Market or any other public market. Advisors Lazard is serving as financial advisor to Logility, and Jones Day is serving as legal counsel. Orrick is serving as legal counsel to Aptean. About Logility Logility is a leading provider of AI-first supply chain management solu�ons engineered to help organiza�ons build sustainable digital supply chains that improve people’s lives and the world we live in. The company’s approach is designed to reimagine supply chain planning by shi�ing away from tradi�onal “what happened” processes to an AI-driven strategy that combines the power of humans and
4133-9134-0376.12 machines to predict and be ready for what’s coming. Logility’s fully integrated, end-to-end pla�orm helps clients know faster, turn uncertainty into opportunity, and transform supply chain from a cost center to an engine for growth. With over 500 clients in 80 countries, the company is headquartered in Atlanta, GA. Learn more at www.logility.com. About Aptean Aptean is a global provider of industry-specific so�ware that helps manufacturers and distributors effec�vely run and grow their businesses. Aptean’s solu�ons and services help businesses of all sizes to be Ready for What’s Next, Now®. Aptean is headquartered in Alphareta, Georgia and has offices in North America, Europe and Asia-Pacific. To learn more about Aptean and the markets we serve, visit www.aptean.com. Aptean and Ready for What’s Next, Now are Registered Trademarks of Aptean, Inc. All other company and product names may be trademarks of the respec�ve companies with which they are associated. About TA Associates TA Associates (“TA”) is a leading global private equity firm focused on scaling growth in profitable companies. Since 1968, TA has invested in more than 560 companies across its five target industries – technology, healthcare, financial services, consumer and business services. Leveraging its deep industry exper�se and strategic resources, TA collaborates with management teams worldwide to help high- quality companies deliver las�ng value. The firm has raised $65 billion in capital to date and has over 160 investment professionals across offices in Boston, Menlo Park, Aus�n, London, Mumbai and Hong Kong. About Insight Partners Insight Partners is a global so�ware investor partnering with high-growth technology, so�ware, and Internet startup and ScaleUp companies that are driving transforma�ve change in their industries. As of September 30, 2024, the firm has over $90B in regulatory assets under management. Insight Partners has invested in more than 800 companies worldwide and has seen over 55 por�olio companies achieve an IPO. Headquartered in New York City, Insight has offices in London, Tel Aviv, and the Bay Area. Insight's mission is to find, fund, and work successfully with visionary execu�ves, providing them with tailored, hands-on so�ware exper�se along their growth journey, from their first investment to IPO. For more informa�on on Insight and all its investments, visit insightpartners.com or follow us on X @insightpartners. About Charlesbank Capital Partners Based in Boston and New York, Charlesbank Capital Partners is a middle-market private investment firm with approximately $19 billion of assets under management as of 9/30/24. Charlesbank focuses on management-led buyouts, growth capital financings, opportunis�c credit, and technology investments. The firm seeks to invest in companies with sustainable compe��ve advantage and excellent prospects for growth. For more informa�on, please visit www.charlesbank.com. About Clearlake
4133-9134-0376.12 Founded in 2006, Clearlake is an investment firm opera�ng integrated businesses across private equity, credit, and other related strategies. With a sector-focused approach, the firm seeks to partner with experienced management teams by providing pa�ent, long-term capital to dynamic businesses that can benefit from Clearlake’s opera�onal improvement approach, O.P.S.® The firm’s core target sectors are technology, industrials, and consumer. Clearlake currently has over $85 billion of assets under management, and its senior investment principals have led or co-led over 400 investments. The firm is headquartered in Santa Monica, CA with affiliates in Dallas, TX, London, UK, Dublin, Ireland, Singapore, and Abu Dhabi, UAE. Learn more at www.clearlake.com. Forward-Looking Statements Statements in this news release that are not historical facts are "forward-looking statements" that involve risks and uncertain�es which could cause actual results to differ materially from those contained in the forward-looking statements. Such statements are based on management’s expecta�ons as of the date they are made and are not guarantees of future results. Forward-looking statements generally can be iden�fied by the use of forward-looking terminology, such as “an�cipate,” "believe," “con�nue,” “could,” "expect," "may," "should," "intend," "seek," "es�mate," "plan," "target," "project," "likely," "will," "future" or other similar words or phrases. These risks and uncertain�es include, but are not limited to, factors such as: (i) the ability to obtain regulatory approval and meet other closing condi�ons to the proposed transac�on, including obtaining approval of Logility’s shareholders, on the expected �meframe or at all; (ii) poten�al adverse reac�ons or changes to business rela�onships, opera�ng results, financial results and the business generally resul�ng from the announcement, pendency or inability to complete the proposed transac�on on the expected �meframe or at all; (iii) actual or threatened li�ga�on rela�ng to the proposed transac�on or otherwise; (iv) the inability to retain key personnel, management or clients, or poten�al diminished produc�vity due to the impact of the proposed transac�on on the Company's current and prospec�ve employees, key management, clients and other business partners; (v) risks related to diver�ng management’s aten�on from the Company’s ongoing business opera�ons; (vi) unexpected delays, costs, charges, fees or expenses resul�ng from the proposed transac�on or the assump�on of undisclosed liabili�es related thereto; (vii) the occurrence of any event, change or other circumstance or condi�on that could give rise to the termina�on of the proposed transac�on, including in circumstances requiring the Company to pay a termina�on fee; (viii) the risk that the price of the Company’s common stock may fluctuate during the pendency of the proposed transac�on and may decline significantly if the proposed transac�on is not completed; (ix) the ability to successfully integrate opera�ons and employees and to realize an�cipated benefits and synergies of the proposed transac�on as rapidly or to the extent an�cipated; (x) ac�ons by compe�tors; (xi) general adverse economic, poli�cal, social and security condi�ons in the regions in which Logility and Aptean operate; and (xii) the other risks and uncertain�es discussed under "Risk Factors" in the Company's most recent Annual Report on Form 10-K and in other documents that the Company subsequently files from �me to �me with the SEC. Statements in this news release that are "forward- looking" include, without limita�on, statements about Aptean’s proposed transac�on to acquire Logility (including the an�cipated benefits, synergies, opportuni�es, results, effects and �ming of the proposed transac�on). You are cau�oned not to place undue reliance on these forward-looking statements, which
4133-9134-0376.12 speak only as of the date of this news release. Except as required by law, the Company undertakes no obliga�on to update these forward-looking statements to reflect subsequent events or circumstances a�er the date of this news release. Addi�onal Informa�on and Where to Find It This communica�on may be deemed to be solicita�on material in respect of the proposed transac�on between the Company and Aptean. The Company expects to announce a special mee�ng of shareholders as soon as prac�cable to obtain shareholder approval of the transac�on. In connec�on with the transac�on, the Company intends to file relevant materials with the SEC, including a proxy statement in preliminary and defini�ve form. INVESTORS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR FURNISHED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed or furnished by the Company with the SEC at the SEC's website at www.sec.gov, at the Company's website at www.logility.com or by sending a writen request to the Company in care of the Secretary, at Logility Supply Chain Solu�ons, Inc., 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305. This news release is not a subs�tute for the defini�ve proxy statement or any other document that may be filed or furnished by the Company with the SEC. Par�cipants in the Merger Solicita�on The Company and certain of its directors and execu�ve officers and other persons may be deemed to be par�cipants in the solicita�on of proxies in respect of the special mee�ng of shareholders. Informa�on regarding the Company's directors and execu�ve officers is available in the Company's proxy statement filed with the SEC on July 8, 2024 in connec�on with its 2024 annual mee�ng of shareholders, under the sec�ons �tled “Proposal 1: Elec�on of Directors,” “Execu�ve Compensa�on,” “Fiscal 2024 Execu�ve Compensa�on,” “Director Compensa�on” and “Security Ownership of Management and Certain Beneficial Owners and Management.” To the extent the security holdings of Logility’s directors and execu�ve officers have changed since the amounts described in the Company’s 2024 proxy statement, such changes have been reflected in Ini�al Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Addi�onal informa�on regarding persons who may be deemed par�cipants in the proxy solicita�on and a descrip�on of their direct and indirect interests, by security holdings or otherwise, will be contained in the defini�ve proxy statement related to the proposed transac�on and other relevant materials to be filed or furnished with the SEC when they become available. ### For Media Inquiries Please Contact: Press@logility.com MediaRela�ons@aptean.com