Exhibit 99a
[LETTERHEAD - MAPICS]
FINANCIAL CONTACTS: MARKETING CONTACTS:
Michael J. Casey Jeff Cashman
Chief Financial Officer Chief Marketing Executive
MAPICS, Inc MAPICS, Inc.
(678) 319-8359 (678) 319-8245
mike.casey@mapics.com jeff.cashman@mapics.com
Daniel P. Buettin Aggie Haslup
Vice President and Chief Financial Officer Vice President Marketing
Frontstep, Inc. Frontstep, Inc.
(614) 523-7299 (614) 523-7241
dan.buettin@frontstep.com aggie.haslup@frontstep.com
MAPICS TO ACQUIRE FRONTSTEP AND CREATE
LARGEST GLOBAL MIDRANGE ERP SOLUTIONS PROVIDER
COMMITTED EXCLUSIVELY TO MANUFACTURERS
----------------------
WITH ESTIMATED ANNUAL REVENUE OF OVER $200 MILLION, THE COMBINED
COMPANY'S SOLUTIONS HAVE BEEN IMPLEMENTED IN MORE THAN 10,000
CUSTOMER SITES GLOBALLY
ATLANTA and COLUMBUS, OH -- (NOV. 25, 2002) -- MAPICS, Inc.
(Nasdaq/NM: MAPX) and Frontstep, Inc. (Nasdaq/NM: FSTP), leading
global providers of extended enterprise solutions for world-class
manufacturers, today announced the signing of a definitive agreement
whereby MAPICS will acquire Frontstep. Terms of the acquisition
include the exchange of 4.2 million shares of MAPICS' common stock for
all the outstanding shares of Frontstep and the assumption by MAPICS
of Frontstep's debt and other liabilities. This transaction will
create the largest provider of extended ERP, CRM and SCM applications
that is committed exclusively to solving the unique challenges of
discrete and batch process manufacturers. The combined company has
solutions that have been implemented in more than 10,000 customer
sites worldwide. Both MAPICS and Frontstep customers will now be
served by a much larger, global company with a heritage of continual
delivery of technological innovations, practical business solutions,
deep supply chain and customer relationship management functionality
and unmatched service and support.
Dick Cook, MAPICS' president and chief executive officer,
remarked, "This combination affirms MAPICS as the premier provider of
enterprise solutions that are exclusively for manufacturers of all
sizes around the world. Plans call for offerings from both
organizations to be marketed under the MAPICS brand. We are excited
about the opportunity to leverage the investment Frontstep has made in
delivering SyteLine 7 on Microsoft .NET, and we also have substantial
potential to continue building on our market success on the IBM
platform. The
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MAPX to Acquire Frontstep
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November 25, 2002
midrange manufacturing market has proven its appetite for applications on both
of these leading platforms and we have a firm commitment to sustain active
product development for each. In addition, the combined company will benefit
from a more balanced sales strategy with both direct and reseller channels
serving the global manufacturing market."
Cook added, "MAPICS has generated a profit from operations for
the last eight consecutive quarters, a period during which many in our
industry have had difficulty coping with the economic recession that
has had a particularly severe impact on the manufacturing sector. The
Company's strong relative performance has allowed MAPICS to maintain a
liquid financial position, eliminate debt and have the flexibility to
pursue investment opportunities such as this transaction."
"Today's announcement is exciting for the customers, prospects,
shareholders, employees and partners of both our organizations," said
Stephen A. Sasser, Frontstep's president and chief executive officer.
"This combination of two very seasoned and successful companies
creates a financially stable business that has the strength and
resources to continue to support the customer base while investing in
enhancements and new product innovation. Both current and future
customers will benefit from our proven solutions, manufacturing
expertise and employee talent."
Dwight Klappich, Senior Program Director of META Group and a
twenty-five year manufacturing industry veteran, commented, "The
manufacturing software market has historically been very fragmented,
and because of this, market consolidation has been anticipated for
several years. Companies, especially mid-market manufacturing
companies, now rank vendor viability very high on their list of
evaluation criteria; so it is imperative that vendors demonstrate the
ability to continually strengthen their organizations. MAPICS'
acquisition of Frontstep strengthens their organization by bringing
together two established manufacturing-focused software companies that
can now leverage a large combined customer base with new sales
channels and complementary offerings."
Acquisition Highlights
MAPICS, Inc. has signed a definitive agreement to acquire
Frontstep, Inc., formerly known as Symix, a publicly traded
manufacturing applications provider headquartered in Columbus, Ohio.
Terms of the acquisition include the purchase of all Frontstep shares
for 4.2 million shares of MAPICS, Inc. common stock subject to closing
conditions. MAPICS currently has approximately 20.5 million shares
(diluted) outstanding. Frontstep shareholders will receive
approximately 0.30 MAPICS shares for each share of Frontstep stock
held. As part of this combination, MAPICS will assume up to $21.5
million of Frontstep's debt as well as certain outstanding stock
options and warrants. Closing, which is expected to occur during the
first calendar quarter of 2003, remains subject to certain conditions
including, but not limited to, regulatory clearance and approval of
the acquisition by MAPICS and Frontstep stockholders at special
meetings.
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November 25, 2002
MAPICS reported revenues of $128.3 million for its fiscal year
ended September 30, 2002, while Frontstep recorded total revenues of
$92.6 million for its 2002 fiscal year ended June 30, 2002. MAPICS
expects to record special charges of $9 to $11 million before taxes in
connection with the acquisition. Excluding acquisition-related
charges, the Company anticipates that this transaction will be
accretive in the quarter ending December 31, 2003, the first quarter
of MAPICS' fiscal 2004 year.
ABOUT MAPICS
Headquartered in Alpharetta, Georgia, and with offices around the
globe, MAPICS delivers collaborative business applications and expert
consulting services that help manufacturers become world class. By
transforming operations to achieve best-in-class performance in key
business metrics, world-class manufacturers gain market share, operate
at peak efficiency and exceed customer expectations. MAPICS solutions
include an enterprise resource planning (ERP) foundation, plus supply
chain management and customer relationship management functionality.
With approximately 3,000 customers installed in 6,000 sites in more
than 70 countries, MAPICS has a strong focus and proven success in
helping create world-class manufacturers in discrete and batch process
manufacturing industries like electronics, industrial equipment, and
automotive and transportation. Our customers include such leading
manufacturers as Anaren Microwave, Inc., Dukane Corp, Volvo
Construction Equipment, YORK International Corporation, Dirona SP,
Goodrich Corporation, Hartzell Propeller, Inc. and Honda Motor Co.,
Ltd.
ABOUT FRONTSTEP
Frontstep is a leading global provider of software and services
for discrete, to-order manufacturers. With more than 20 years of
experience, Frontstep leverages the Microsoft .NET platform to help
manufacturers create and implement solutions - including extended ERP,
customer relationship management, and supply chain management - that
simplify and streamline business processes and operations. Through
these innovative and practical solutions, manufacturers can respond
better and faster to customer demands for quality products and
services.
Frontstep, formerly Symix, is headquartered in Columbus, Ohio,
and has approximately 1,800 customers installed in 4,400 sites in more
than 40 countries worldwide.
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November 25, 2002
The proposed transaction will be submitted to MAPICS' and
Frontstep's shareholders for their consideration, and MAPICS will file
with the SEC a registration statement containing the joint proxy
statement-prospectus to be used by MAPICS and Frontstep to solicit
their respective shareholders' approval of the proposed transaction,
as well as other relevant documents concerning the proposed
transaction. Shareholders of MAPICS and Frontstep are urged to read
the registration statement and the joint proxy statement-prospectus
regarding the proposed transaction when they become available and any
other relevant documents filed with the SEC, as well as any amendments
or supplements to those documents, because they will contain important
information. You will be able to obtain a free copy of the joint proxy
statement-prospectus included in the registration statement, as well
as other filings containing information about MAPICS and Frontstep, at
the SEC's Internet site (http://www.sec.gov).
Copies of the joint proxy statement-prospectus and the SEC
filings that will be incorporated by reference in the joint proxy
statement-prospectus can also be obtained, without charge, by
directing a request to: Martin D. Avallone, MAPICS, Inc., 1000
Windward Parkway, Suite 100, Alpharetta, Georgia 30005 (678-319-8000).
MAPICS and Frontstep and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of MAPICS and Frontstep in connection
with the merger. Information regarding those participants is included
in the proxy statements for MAPICS' and Frontstep's most recent annual
shareholders' meetings, which are available at the SEC's website.
Additional information regarding the interests of those participants
may be obtained by reading the joint proxy statement-prospectus
regarding the proposed transaction when it becomes available.
Statements in this press release or otherwise attributable to the
Company regarding the Company's business which are not historical
facts, including those regarding benefits associated with the
contemplated transaction, are forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Words such as "will," "committed," "plans,"
"leverage," "potential," "sustain," "strategy," "investing," "expect,"
"anticipate," "believes" and similar expressions as well as statements
regarding the expected amount of special charges and anticipated
accretion are intended to identify such forward-looking statements.
These forward-looking statements are not guarantees of performance and
are inherently subject to risks and uncertainties, none of which can
be predicted or anticipated. Future events and actual results,
financial or otherwise, could differ materially from those contained
herein. Important factors that could cause the actual results to
differ materially from the Company's expectations include the ability
of the parties to consummate the transaction, including obtaining
acceptable financing and other approvals necessary, the ability of the
parties to successfully manage and establish relationships with third
parties, the ability of the parties to successfully and profitably
integrate products and operations, competition in the market for
business software in the manufacturing industry, as well as other
factors set forth from time to time in the Company's reports filed
with the Securities and Exchange Commission. The Company undertakes no
obligation to revise or publicly update such forward-looking
statements whether as result of new information or otherwise.
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