Presenting benchmarking of business performance and company key figures based on artificial intelligence

Delft, 14 January 2020 - Exact introduces its Winter '20 Release with benchmarking functionality in Exact Online as one of the key innovations. Benchmarking allows entrepreneurs to compare their business performance against that of comparable businesses in their industry. Through benchmarking, accountants create advisory opportunities to better serve customers.

The benchmark functionality has been developed using Artificial Intelligence (AI). In addition to the usual ratios based on specific company data, Exact Online now shows the ratio of companies from the same (sub) sector and size. This provides insight to improve the competitive position.

Phill Robinson, CEO Exact: "With the innovations in the Winter '20 Release, we support entrepreneurs and accountants in making well-informed decisions. Benchmarking business results with similar organizations within the industry provides broader insight than a comparison of key figures from previous years. The data that is used for the benchmarking functionality has been anonymized and comes from the database of Exact Online".

The in-product benchmarking functionality is a logical next step following the Exact SME monitor that was recently introduced. The Exact SME monitor provides an up-to-date picture of the state of Dutch small and medium-sized enterprises (SMEs). New to the SME monitor is the industry overview for manufacturers. Additionally, it’s now possible to view trends over a longer period than 12 months via historical data. This overview includes a trend line that excludes seasonal influences for the economic indicator revenue, cash flow, liquidity position and payment terms.

Winter '20 Release: innovations for digital efficiency and international growth
In addition to the introductions in the field of Data Science, the Exact Winter '20 Release offers innovations aimed to help business with scalable international growth, digital efficiency for trade, production, services and construction, and automated data entry in their administration.

Supporting scalable, international growth
Exact Globe is equipped with the latest legislation and regulations in over 40 countries. In 2020, the software will receive further product updates focused on legislation and regulations and smarter working. The recent changes and innovations for smarter working can be found in this overview.

Digital efficiency for wholesale, manufacturing and service providers
Reliable delivery, faultless operation and clear communication. These are three concepts that lead to higher margins for service providers, construction, trade and production companies. Exact's latest innovations support this.

Digital efficiency in bookkeeping
Exact Online for Accounting, Payroll and Accountancy have been given powerful functionality that further reduces manual data input. Next to the ability to benchmark in Accounting and Accountancy, Payroll comes with a renewed app, new dashboards and is equipped with the latest legislation and regulations.

Phill Robinson, CEO at Exact: "We would like to thank Onno for his leadership and his valuable contributions to the success of Exact over the past 7 years. Onno has been driving many of the changes we have gone through and has been instrumental to the ownership transitions of the company. I wish him all the best in the continuation of his career.”

Onno Krap, CFO at Exact: “After 7 years as CFO of Exact and a successful transition from Apax partners to KKR on 14 May 2019, I feel the time has come to make the next step in my career. It has been a great journey in which Exact gained profitable market leadership in the Benelux. I leave a financially and operationally strong organization being owned by one of the leading private equity firms in the world and with a bright future ahead. I am very confident that Exact will continue to further build on its strong market position and I would like to thank our customers, partners and my colleagues for their trust, support and dedication over the past years.”

Delft, June 4, 2019 - Exact, provider of cloud financial and business management software for SMEs, is increasing its focus on the construction industry through the acquisition of bouw7, the leading Benelux cloud software provider for SME construction companies.  

The construction industry is the third biggest industry in the Netherlands and is rapidly expanding. Many construction companies lag behind their counterparts in other industries, in their investment in contemporary cloud technologies to automate their business, many still work with on-premise legacy systems, lacking the capabilities and connectivity of modern software. With 30 years’ experience in the Construction industry, Exact sees a lot of opportunity to help customers within the sector and already has 3,700 customers that use Exact as their accounting solution. bouw7 is the only developer of cloud software for the construction industry in the Netherlands that fits the target group of Exact (SME) with a strong focus on quality and collaboration.

Combining Exact Online and bouw7 will deliver a solution that connects the project driven primary processes in Construction to their financial administration. bouw7’s cloud technology can be used anywhere on any device. The outcome is less administration, reduction of failures and improved insights, resulting in an increase in competitive power.

“Today’s announcement fits our product strategy and focus to become the champion technology provider in the Benelux. The acquisition of bouw7 makes Exact the market leader in software for the construction industry in the Netherlands”, says Phill Robinson, CEO of Exact. “For SME businesses within the industry there is a big opportunity to win in efficiency and gain competitiveness. While margins in the industry can be low, companies typically operate with a lack of structure and transparency. With the threat of a high cost of failure, businesses need to improve on their project management and communication abilities. We already serve thousands of construction companies and see the opportunity to continue to drive innovation and expand the investments in the sector.”

“This is an exciting time for bouw7, our customers and employees,” said Sander Jongsma, founder of bouw7. “We started the company in 2015 with a mission: changing traditional administration processes in the construction industry with easy-to-use and cost-effective cloud software. Becoming part of Exact will increase our ability to innovate faster than we ever dreamed of. Together we can serve more than half of the of the total market (businesses with two employees or more) and know how the help them improve on their challenges. Our shared customers will benefit from the integrated solution giving them competitive advantage to realise their ambition.”

Exact helps customers invoice government agencies after the April 18 deadline by sending electronic invoices via the PEPPOL network directly from Exact Online.

Delft, 26 February 2019 - Important announcement: KKR intends to acquire Exact

 Why Exact wants to be the data science department of SMEs. 

One thing I like about the Dutch is their sayings. Like this one: ‘Te is nooit goed (behalve in tevreden)’

‘Te’ is Dutch for ‘too’ – the saying reads that too (much of anything) is never good, except for tevreden, which means satisfied. Whenever anybody uses this saying, someone in the room is bound to add ‘or tequila!’ 

As is often with clichés, there is a lot of wisdom in this expression. We humans are still programmed as hunters-gatherers and feel the urge to collect as much things as we can: food, money, bottles of tequila, or data.

More data is not always better; despite the popularity of ‘big data’. What we see happening now in a lot of small and medium-sized businesses, is that more data means more problems. Information is scattered across systems, which makes it difficult to pull everything together to get a complete picture. We have so much data, but we need to make it actionable. We often just don’t know what to do with all this data.

A long way from data is wisdom

The main reason why that’s a problem, is that data is only helpful if it tells us something. I always like to use the DIKW pyramid that distinguishes between four levels of understanding: 

Data, at the bottom, of the pyramid is just numbers and facts. It is the foundation of the pyramid. If we add context and meaning to data, it becomes a source of information, giving more valuable insights. Knowledge is built from information when we apply experience and learning. Finally, by applying our uniquely human understanding of ethics and our sense of right and wrong we make wise decisions. As you can see, there is a huge gap between data and wisdom.

Computers cover the basics

Over the past years, computers have slowly conquered the first three layers of this pyramid. When I graduated in Computer Science in the 1980s we talked about “data systems”, later application software evolved to create “information systems”. Now, with AI and machine learning, we are quickly entering a new phase of systems that have their own knowledge. Software systems and algorithms making suggestions, recommendations and some simple decisions, based on knowledge that comes from information that we get out of data.

The first three layers of this pyramid represent a view of the past. They tell us what has been and what has happened so far. Wisdom is about applying knowledge and applying ethics and a sense of right and wrong to look forward: what are we going to do next? Machines are capable of covering the first three layers, but we as humans can sit on top of this pyramid and decide what will will do next in business or in our lives.

"Our ambition is to be the data science department of SMEs."

Larger technology organisations (like Exact) employ teams of data scientists, experts in machine learning and AI who help develop the robots on the third level of the pyramid, based on information and data in their application software. SMEs don’t have access to these kinds of resources and that is why Exact wants to help. Our ambition is to not only be the software provider of SMEs, but also the data science department. And why wouldn’t we: the financial data of over 442,000 Dutch SMEs already sits within our cloud technology. Our brilliant data science team led by Judith Redi is on a mission to help our customers to turn their data into knowledge and eventually wisdom.

We are already making it easier for entrepreneurs to learn from their data, by comparing their KPIs and business performance with those of other businesses. Our recently introduced SME monitor gives business the opportunity to see how they are doing: how does our revenue compare with other companies in the same industry? And how about our cashflow development and the time it takes our customers to pay invoices?

We are also making this data available to the public via an online dashboard. This is how we intend to help the Dutch SMEs, who – according to another Dutch expression – are the engine of the economy.

I invite you to take a look around and see it for yourself. This is just the beginning, the monitor will grow over time and cover more KPIs, thereby becoming more complete along the way. The same goes for the SME monitor in our product Exact Online; over time we will keep adding relevant benchmark information that SMEs can use to make decisions.

We offer the data, information and knowledge – the wisdom is something we gladly leave up to our end-users and their accountants.

Shifting from raw data to actual wisdom may leave you with a sour taste in your mouth at first. As they say, when life gives you lemons, slice those suckers up and find some tequila. 

Offers powerful new cost control and efficiency benefits to SMEs

Delft, 22 January 2019 – The Exact Winter ‘19 release introduces over 200 innovations and new features that enhance collaboration and allows customers to efficiently control their costs.

• Exact acquires SRXP, leading Expense Management Cloud Software provider
• Exact continues to expand its family of products for Cost Control in SMEs
• New solution will work with Exact Globe and Exact Online

Delft, 14 January 2019 - Exact, supplier of the most comprehensive business software portfolio for SMEs in the Benelux, acquires SRXP, the Dutch market leader in Expense Management cloud software. As such, Exact expands its possibilities for cost control and efficiency in SMEs, making the employee reporting and declaration process more efficient.

Efficient expense management is a challenge for many organizations, most have yet to fully automate this important process. With SRXP's mobile application and cloud portal, the business community can reduce the time spent on expense claims by 75 percent.

The acquisition of SRXP, alongside the recent acquisition of Proquro, which automates the Purchase to Pay process, combined with Exacts market leading ERP & Financial software, offers its customers the markets most complete solution to cost management. These two acquisitions support Exact’s vision of providing a family of products that allow SMEs to comprehensively manage their costs.

Phill Robinson, CEO Exact about this development: "This is a great step for Exact and for our customers. Within SMEs, there is an increasing focus on controlling expenditure. To make this possible, we already offered automated support for the Purchase to Pay process after the recent acquisition of ProQuro. Thanks to the acquisition of SRXP, we can now also offer Expense Management to SMEs and accountants in a fully automated way, that is efficient and easy to use for both employees and their management teams. If the declaration process is simple and fast, it has a positive effect on employee satisfaction and significant cost savings can be achieved.”

Large group of joint customers
Exact and SRXP already share many joint customers, who combine the SRXP Expense Management solution with the financial software solutions Exact Globe and Exact Online. The combined Technology Teams of the two companies will work on an even tighter integration of SRXP into the product portfolio of Exact. In addition, SRXP will also continue to sell and support its larger customers like Mammoet, Port of Rotterdam, Bugaboo and Rituals with the existing SRXP solutions.

Pieter Verbruggen of SRXP: "As part of the Exact group we can further accelerate our strong growth. We get to work with a large group of knowledgeable colleagues with expertise in the field of technology, sales, support and marketing. The combination of running our own label for larger companies and an integrated offering within Exact's solutions for accountants and SMEs means that we will soon be supporting an amazingly wide array of businesses with our technology, and we are incredibly proud of this.”   

Exact expands product vision to include “purchase-to-pay” automation
ProQuro’s market leading solution added to Exact product line-up

Delft, November 1, 2018 – Exact, provider of the most comprehensive cloud financial and business management software portfolio for SMEs is expanding the breadth of its solution offerings with the acquisition of procurement software specialist, ProQuro. The addition of ProQuro’s purchase-to-pay capabilities will allow Exact customers to integrate both their financial and procurement processes, to gain tighter control over spending.

Expanding Cloud options for Globe and Synergy customers
Launches listing in the Microsoft Azure Marketplace

Product family is the most comprehensive range Manufacturing Solutions available in the Cloud for SME Manufacturers
New functionality includes: support for Manufacturers that “make to stock” and require robust materials planning

Introducing expanded AI support for SMEs & accountancy firms in the cloud
New advanced cloud solution for manufacturers – Exact Online Manufacturing Premium
Announcing Microsoft Azure Cloud deployment support for Exact Globe and Exact Synergy
Exact Payroll upgrade provides improved processing efficiency

Delft, 1st of August 2018 - Jeroen van der Heijden has been appointed Chief Technology Officer (CTO) of Exact. In this role, he is responsible for driving technology innovation as well as software development for Exact’s current and future products. The appointment of Jeroen is part of the innovation boost that Exact recently set in motion.

Within Exact we host a wide cultural diversity with colleagues from a variety of backgrounds, race, gender, age or religion. Exact feels strongly about the need to embrace that diversity and ensure Exact is a great place for everyone to work. All are welcome here.

• Fully integrated with Exact Globe and Exact Synergy
• New range of Comprehensive Cloud HR & Payroll products for Exact’s customer
• Cloud Payroll engine delivered through new Strategic Partnership with Payroll leader, Loket.nl

• Parentix: a leading provider of Cloud services in NL, becomes a subsidiary of Exact
• Exact Globe and Exact Synergy products to be further optimized for Cloud infrastructure
• Customers now have even greater deployment flexibility for Exact Globe and Exact Synergy to match their business needs

• Strategic investment in Cloud through acquisition of Parentix, adding its leading cloud capabilities to the Exact portfolio
• Launches Exact HR-Payroll Plus, comprehensive Cloud Payroll solution, fully integrated with Exact Globe and Exact Synergy

Delft, the Netherlands, April 10, 2018 – Exact, the leading provider of financial and ERP software in the Benelux, today announces it has joined the Amazon Web Services Partner Network (APN). The Exact Globe and Exact Synergy product lines have been optimized for efficient use of AWS, making sure Exact Globe and Exact Synergy can be delivered on-premise, in the cloud with AWS, or using a fully managed private cloud service from Exact.

Delft, the Netherlands, April 10, 2018 – Exact launches an improved product that enhances collaboration between accountants and their SME clients. The software replaces Exact Online Starter and allows accountants to offer their clients online, real-time access to their financial administration in Exact Online. SME clients use Exact Online My[Firm] via a web browser or mobile app. Accountants will brand and personalize the software with their logo and name, which replaces the [Firm] part in My[Firm].

• Provider of financial and ERP software announces over 250 innovations in its Spring ’18 Release
• New release includes Social Collaboration 2.0 in Exact Synergy
• Exact Online My[Firm] and My Dashboards 2.0 headline raft of new capabilities in Exact Online for small businesses and accountants
• All Exact products now provide comprehensive support for GDPR, the new EU data protection standard

Approaching GDPR deadline influences the list of business challenges in the Netherlands

Delft, February 28, 2018 – Within two years, regulatory compliance has risen to become a high priority for SMEs in the Netherlands. This is one of the outcomes from the SME Barometer, research on trends and developments in the SME market, initiated by Exact. Almost a quarter of the respondents (23%) highlighted compliance as one of their top priorities. A significant increase when compared to the results of the last SME Barometer (2016) when compliance was rated important for only 8% of respondents.

Delft, the Netherlands, February 12, 2018 - Today, Exact announces the expansion of its Executive Leadership team with three appointments. Paul Ramakers as COO, John Dillon as CMO and Alex Myers as Director Product Strategy.

Veiligheid van informatie en privacy zijn onze belangrijkste assets. Het is in ons grootste belang dat je vertrouwen hebt in hoe wij met jouw financiële informatie en persoonsgegevens omgaan. Dat kan alleen als onze software goed en veilig werkt, onze interne processen en beleid kloppen en als onze medewerkers op de juiste manier omgaan met jouw (bedrijfs) gegevens. Hier werken we continu aan.

Security of information and privacy are Exacts most important assets. It is in our greatest interest that you have confidence in how we handle your financial information and personal data. This is possible only when our software works accurately and securely, our internal processes and policy are correct and when our colleagues handle (business) data correctly. This is an ongoing task.

London, UK/Delft, the Netherlands, 9 October 2014 - This is a joint press release by Exact Holding N.V. and Eiger Acquisition B.V. pursuant to the provisions of Section 5, paragraph 1 and Section 7, paragraph 4 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) in connection with the intended public offer by Eiger Acquisition B.V. for all the issued and outstanding ordinary shares in the capital of Exact Holding N.V. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Exact Holding N.V. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada, Japan and the United States.

Transaction highlights

• Exact and Eiger Acquisition B.V. (a wholly owned subsidiary of certain funds advised by Apax Partners) have reached conditional agreement on a recommended full public offer for all of Exact’s issued and outstanding shares of EUR 32.00 (cum dividend) in cash per share
• The Offer Price represents a premium of 27% to the closing price of 10 July 2014¹ and a premium of 40% to the average closing share price of the last 12 months prior to that date
• The Board of Managing Directors and the Supervisory Board of Exact fully support and unanimously recommend the Offer to shareholders
• Founding and other major shareholders have undertaken to support and accept the Offer, representing approximately 60% of Exact’s outstanding shares
• Apax Partners is a global private equity firm with a deep understanding of the technology sector
• Apax Partners’ considerable international software expertise will enable Exact to accelerate and expand its international growth strategy in cloud and scale up its portfolio of cloud-based business software. Funds advised by Apax will also support Exact’s strategy for its on-premises business software, particularly with the development of hosted solutions and mobile functionality
• Funds advised by Apax will provide Exact with financial backing, expertise and support for investments and acquisitions in accordance with Exact’s long-term growth strategy
• The parties have agreed on certain non-financial covenants, including the following matters:

• Maintaining Exact’s corporate identity and culture
• Exact headquarters, central management and key support functions will remain in the Netherlands
• The existing obligations of Exact, pursuant to employment agreements, will be honored and not be changed as a result of the proposed transaction
• Funds advised by Apax have indicated that they seek to acquire 100% of Exact’s assets following settlement of the Offer, if required, either by means of statutory squeeze-out proceedings (uitkoopprocedure) or by means of an alternative structure pursuant to which the offeror acquires all assets and liabilities of Exact
• Funds advised by Apax have committed financing in place providing deal certainty

¹Last closing share price prior to the announcement of preliminary interest in Exact on Friday July 11, 2014

London, UK/Delft, the Netherlands, 9 October 2014 – Exact Holding N.V. (“Exact” or the “Company”) and Eiger Acquisition B.V. (a newly incorporated wholly owned subsidiary of funds advised by Apax Partners LLP (“Apax Funds”)) jointly announce that they have reached conditional agreement in connection with an intended public offer by Eiger Acquisition B.V. for all issued and outstanding ordinary shares of Exact at a price of EUR 32.00 (cum dividend) in cash (the “Offer Price”) per issued and outstanding ordinary share (the “Offer”). The Offer represents a 27% premium to Exact’s closing share price as at 10 July 2014 and a 40% premium to Exact’s average closing price over the last 12 months prior to that date. The Offer values 100% of the issued and outstanding ordinary shares of Exact at EUR 730 million (on a fully diluted basis)².

Strategic rationale

Exact provides entrepreneurial businesses with information technology, delivering sophisticated business software solutions and high quality services. It develops industry-specific on-premises, hosted and cloud-based solutions in a wide variety of industries. Software is at the heart of its business and the software industry is changing at an ever-accelerating pace.

Exact’s strategy is to shift to a global cloud company. Implementing a strategy to fully transition to cloud requires significant – and accelerated – capital investments. The transition will strongly impact Exact’s investment profile. The funds advised by Apax are committed to supporting this accelerated transition to cloud and their investment in the business will enable Exact to speed-up and expand its international roll-out and scale up its solution portfolio.

Erik van der Meijden, CEO Exact: “Social, mobile, analytics and cloud (SMAC) are together shaping a new software era that offers tremendous opportunities in the field of business computing. In 2012, we set out an ambitious plan to bring Exact back to growth and implemented our strategy of growth through focus, innovation and simplicity, a strategy that positions us at the heart of these trends as well as for long-term profitable growth. Small and medium-sized businesses are the focal point of our strategy. It is our ambition to not only enable these small and medium-sized businesses to grow, especially in this period of accelerated change, but also equip them with innovative cloud-based solutions. With millions of small and medium-sized businesses in our chosen markets, significant growth opportunities exist. Today’s announcement confirms the value of what has been achieved to-date and the growth potential of Exact going forward. The Apax Funds’ intended Offer confirms and emphasizes the strong growth prospects and the opportunities in our market space. We are grateful to our existing shareholders for the support they have given and the constructive dialogue over the past years. We believe that the next phase of growth can be best realized under private ownership. We are looking forward to accelerating and expanding our strategy together with Apax to become one of the leading companies for cloud-based business software for small and medium-sized businesses and their accountants.”

Thierry Schaap, Chairman of the Supervisory Board of Exact: “Following a thorough review and analysis of our businesses and strategy, and many discussions with a number of interested parties, we concluded that Exact and its stakeholders, including the shareholders, would benefit from the Offer from funds advised by Apax. The Offer Price is a substantial premium to the share price of 12 months ago and a testimony to the value management has created for shareholders. The Offer Price, in combination with the negotiated favourable non-financial covenants and the prospects of Exact under the ownership of a private investor who supports the strategy, were decisive in reaching agreement on the Offer and safeguarding the interest of all our stakeholders. Consistent with their fiduciary duties, the Supervisory Board and Board of Managing Directors of Exact have carefully evaluated the Offer and have resolved to fully support the Offer and unanimously recommend it to shareholders.”

Roy Mackenzie, Partner in the Tech & Telco team at Apax Partners: “We have been impressed by Exact’s development over the last few years and look forward to partnering with Erik van der Meijden and his management team in its plans to grow the business further. There is strong potential to continue to increase the company’s market share by increasing the penetration of its market-leading and innovative products both in the Netherlands and internationally.”

Jason Wright, also Partner in the Tech & Telco team at Apax Partners: “Exact had the foresight to create a solid cloud platform that is driving growth as the market shifts to this new model. We believe that there is significant potential to expand the cloud product suite internationally. We are excited to back Exact as it pursues its next phase of growth.”

²Implies a purchase multiple of 15.0x LTM EBITDA to June 2014 (pro-forma for the disposals of Lohn and Longview)

Full support and unanimous recommendation from the Board of Managing Directors and the Supervisory Board

Throughout the process, the Board of Managing Directors and the Supervisory Board have met regularly to discuss developments of the process and make key decisions. The Board of Managing Directors and the Supervisory Board have received extensive financial and legal advice and have given careful consideration to the strategic, financial, and social aspects and consequences of the proposed transaction.

After due and careful consideration, the Board of Managing Directors and the Supervisory Board believe that the Offer represents a fair price to the shareholders and is in the best interests of Exact and all its stakeholders. Rothschild has issued a fairness opinion to the Board of Managing Directors and Lazard has provided a fairness opinion to the Supervisory Board, and both have opined that the Offer is fair to the shareholders of Exact from a financial point of view.

Taking all of these considerations into account, the Board of Managing Directors and the Supervisory Board fully support and unanimously recommend the Offer for acceptance to the shareholders of Exact. The Board of Managing Directors and the Supervisory Board believe that the Offer will deliver significant benefits to the shareholders, employees, customers, partners and other stakeholders of Exact.

Shareholders who hold shares in Exact representing approximately 60% of the issued and outstanding ordinary shares in the capital of Exact, have undertaken to support and accept the Offer, subject to customary conditions.

Corporate Governance

Exact and funds advised by Apax have agreed that the Supervisory Board will comprise five individuals, three designated by funds advised by Apax and two designated by Exact. These two Exact designates will be independent as meant in the Dutch Corporate Governance Code. They will be charged particularly with monitoring the compliance with the non-financial covenants in relation to the Offer. There will be no changes to the Board of Managing Directors as a direct consequence of the acquisition.

Non-financial covenants

Funds advised by Apax have provided certain non-financial covenants with regard to Exact’s strategy, governance, employees and retention matters, as well as other matters. With certain exceptions, the non-financial covenants will apply for three years after successful completion of the Offer.

Under the non-financial covenants:

• Funds advised by Apax will support Exact in the realization of its strategy, in particular as Exact:
• invests in the development of additional product capabilities in Cloud Solutions to (i) expand the target market to customers with more complex functional requirements, (ii) increase the ability of Cloud Solutions products to meet the needs of Business Solutions customers;
• invests in the geographic expansion of the Cloud Solutions business, whether through additional investments in currently targeted geographies, or through new investment in additional geographies (as determined by ongoing assessment of relative market attractiveness and opportunity for Exact’s products); and
• evaluates M&A opportunities to increase revenue and profit growth through inorganic means.
• Exact will keep its core businesses and products substantially intact, except for any amendments in the course of future market or product developments.
• Exact will remain a separate legal entity with headquarters, central management and key support functions in the Netherlands, and will remain the ultimate holding company of its current and future subsidiaries and operations. Furthermore, Exact will retain its corporate identity and culture.
• Except with permission of an independent director, Exact will not incur additional debt causing its leverage to exceed 6.0x consolidated EBITDA (as defined in the acquisition finance agreements) except in case of financing certain operational activities.
• Exact will respect minority shareholders’ rights, including by not engaging in non-preemptive share issuances, not entering into transactions with related parties or third parties that are not at arm’s length.
• In relation to employees:
• the existing arrangements with the Works Council and relevant trade unions shall be respected and not be changed unilaterally;
• there shall be no material reorganization or restructuring plan resulting in job losses in Exact as a direct result of the acquisition;
• neither Exact’s approved business plan for 2014 nor the growth-oriented strategy envisages any significant job losses;
• the existing rights and benefits of the employees of Exact shall be respected, including existing rights and benefits under their individual employment agreements, collective labor agreements and social plans, and including existing rights and benefits under existing covenants made to the works councils and trade unions;
• subject to Exact’s current and future review and amendments of the existing pension arrangements, the pension rights of current and former employees of Exact shall be respected; and
• a culture of excellence requires highly talented employees; consequently employees will be appropriately trained and provided with clear career progression.

Financing the Offer

Funds advised by Apax will finance the Offer through a combination of equity and debt financing. In this respect, funds advised by Apax have provided binding equity commitment letters in the amount of EUR 381,600,000, secured fully committed debt financing letters in the amount of EUR 374,300,000³, subject to customary conditions, and entered into a fully binding interim facilities agreement. The funds advised by Apax are therefore able to pay the Offer Price if and when due.

Commencement conditions and Offer conditions

The commencement of the Offer is subject to the satisfaction or waiver of the following commencement conditions:

1. All competition filings having been made;
2. No material breach or termination of the Merger Protocol having occurred, and the warranties in the Merger Protocol continuing to be true and accurate;
3. No revocation or amendment of the recommendation by the Board of Managing Directors or the Supervisory Board (together: the “Boards”);
4. No material adverse effect having occurred;
5. The requisite advice from Exact’s Works Council having been obtained;
6. The Dutch Authority for the Financial Markets (“AFM”) having approved the Offer memorandum;
7. The irrevocable undertakings from the founders and major shareholders not having been breached;
8. Resignation letters from resigning board members having been received;
9. No public announcement of a mandatory Offer or a Competing Offer (as defined below) having been made;
10. Trading in the Exact shares on Euronext Amsterdam not having been suspended or ended;
11. No notification having been received from the AFM stating that investment firms will not be allowed to cooperate with the Offer; and
12. No order, stay judgment or decree having been issued prohibiting the making of the Offer.

³Commitments provided in USD are converted to EUR based on the USD/EUR exchange rate of 30 September 2014

If and when made, the consummation of the Offer will be subject to the satisfaction or waiver of the following conditions:

1. Minimum acceptance level of at least 95% of Exact’s shares, which will be reduced to 85% in the event that resolutions proposing the Asset Sale and Liquidation are adopted by Exact’s shareholders at the Extraordinary General Meeting (“EGM”) (and are in effect at expiry of the Offer), provided that funds advised by Apax may only waive this minimum acceptance condition without the consent of Exact if the acceptance level is 70% or above;
2. Competition clearance having been obtained;
3. The Exact shareholders’ meeting resolving on the changes to the Boards and to the articles of association, and authorizing a buy-back of shares;
4. No material breach or termination of the Merger Protocol having occurred;
5. No material adverse effect having occurred;
6. The irrevocable undertakings from the founders and major shareholders not having been breached;
7. No public announcement of a mandatory offer or Competing Offer (as defined below) having been made;
8. No revocation or amendment of the recommendation by the Boards;
9. Trading in the Exact shares on Euronext Amsterdam not having been suspended or ended;
10. No notification having been received from the AFM stating that investment firms will not be allowed to cooperate with the Offer; and
11. No order, stay judgment or decree having been issued prohibiting the making of the Offer.

On termination of the Merger Protocol by Exact on account of a material breach of the Merger Protocol by funds advised by Apax, funds advised by Apax will pay a termination fee of 1% of the Offer Value to Exact.

On termination of the Merger Protocol by funds advised by Apax on account of a material breach of the Merger Protocol by Exact, a Competing Offer having been accepted by Exact, or the revocation, modification, qualification or amendment of the recommendation of the Boards, Exact will pay a termination fee of 1% of the Offer Value to funds advised by Apax.

Competing Offer

Exact and funds advised by Apax may terminate the Merger Protocol in the event that a bona fide third party makes an offer which, in the reasonable opinion of the Board of Managing Directors and the Supervisory Board, is a substantially more beneficial offer than the Apax Funds Offer, exceeds the Offer Price by 5%, and is launched or is binding on the offeror (a “Competing Offer”).

In the event of a Competing Offer, funds advised by Apax will be given the opportunity to match such offer, in which case the Merger Protocol may not be terminated by Exact.

As part of the agreement, Exact has entered into customary undertakings not to solicit third party offers.

Acquisition of 100%

The willingness of the funds advised by Apax to pay the Offer Price is predicated on the acquisition of 100% of Exact’s outstanding shares. An acquisition of 100% enables termination of the listing and an efficient capital structure (both from a tax and financing perspective, including the ability to form a fiscal unity between Eiger Acquisition B.V. and Exact, and to push acquisition finance debt attracted by Eiger Acquisition B.V. down to Exact and its subsidiaries), which are important factors in achieving the premium implied by the Offer Price.

If funds advised by Apax acquire 95% of the outstanding shares of Exact, Exact intends to delist from Euronext Amsterdam promptly, and funds advised by Apax intend to initiate the statutory squeeze-out proceedings to obtain 100% of the Exact shares.

If funds advised by Apax acquire less than 95% but at least 85% of the Exact shares, funds advised by Apax intend to acquire the entire business of Exact at the same price and for the same consideration as the Offer Price pursuant to an asset sale, followed by a liquidation of Exact, to deliver such consideration to shareholders (the “Asset Sale and Liquidation”). The Asset Sale and Liquidation is subject to approval from the Exact shareholders at the EGM. The Exact Boards have agreed to unanimously recommend the shareholders to vote in favour of the Asset Sale and Liquidation.

Funds advised by Apax may utilize all other available legal measures in order to acquire full ownership of Exact’s outstanding shares and/or its business.

Indicative timetable

Exact and funds advised by Apax will seek to obtain all necessary approvals and competition clearances as soon as practicable. The required advice and consultation procedures with Exact’s Works Council and relevant trade unions will be commenced forthwith.

Exact will hold an EGM at least 6 business days before closing of the Offer period in accordance with Section 18, paragraph 1 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft). At the EGM, Exact’s shareholders will also be asked to approve the Asset Sale and Liquidation in the event that the Offer is accepted by shareholders representing 85% or more, but less than 95%, of Exact’s issued and outstanding shares.

Advisors

Rothschild and Lazard are acting as financial advisors to Exact; Leonardo & Co. (lead advisor), RBC Capital Markets, Deutsche Bank and ING Corporate Finance are acting as financial advisors to funds advised by Apax.
Allen & Overy LLP is acting as legal advisor to Exact. Clifford Chance LLP is acting as legal advisor to funds advised by Apax.

Further information

The information in this press release is not intended to be complete. For further information explicit reference is made to the Offer memorandum, which is expected to be published later this year. This Offer memorandum will contain further details regarding the Offer.

General restrictions

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Exact in any jurisdiction.

Forward looking statements

This press release may include “forward-looking statements” and language indicating trends, such as “anticipated” and “expected”. Although funds advised by Apax and Exact believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither funds advised by Apax nor Exact, nor any of their advisors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.

ADDITIONAL INFORMATION

Analyst & Investor Conference Call 14.00 CET (08.00 EST)
Conference ID: 9017098

Dial-in numbers United States: +1 212 444 0895

United Kingdom: +44(0)20 3427 1910

The Netherlands: +31(0)20 713 2789

Two hours after the conference call, a replay will be available on www.exact.com

About Exact

Vigorous business software. That’s what Exact builds. For more than 200,000 businesses around the world. For entrepreneurial doers who dare and, if they fall, always get up again. Exact breathes that same spirit. Thirty years ago a garage start-up by six students, now a global company, employing 1,550 people in 15 countries with revenues of € 213 million in 2013.

With Exact, businesses can quickly respond to shifting market conditions and grasp opportunities with both hands when they arise. Our business software enables customers to focus on their next goal, and look ahead to the next challenge.
For further information about Exact, visit www.exact.com or contact:

Media Relations
Jelle Zuidema
T: +31 (0)15 711 5462
M: +31 (0)6 4179 4588
E: jelle.zuidema@exact.com

Investor Relations
Michel Hülters
T: +31 (0)15 711 5208
M: +31 (0)6 5586 2237
E: ir@exact.com

Exact Holding N.V.
P.O. Box 5066
2600 GB Delft
The Netherlands
Tel: +31 (0)15 711 5000
Fax: +31 (0)15711 5010
www.exact.com

About Apax Partners

Apax Partners is one of the world’s leading private equity investment groups. It operates globally and has more than 30 years of investing experience. Apax Partners has advised funds that total over $40 billion around the world in aggregate. Funds advised by Apax invest in companies across four global sectors of Consumer, Healthcare, Services and Tech & Telco. These funds provide long-term equity financing to build and strengthen world-class companies. In the Software sector, funds advised by Apax have a successful track record, having invested approximately $2.3 billion in enterprise software buyouts.

Software investments include Paradigm, Epicor, Activant, Sophos, RealPage, IntraLinks, Plex Systems, Princeton Softech, Planview and Autonomy. For further information about Apax, please visit www.apax.com.

Apax Partners - UK and Europe Media Enquiries:
Greenbrook Communications:
Tel: +44 20 7952 2000
Email: apax@greenbrookpr.com

Andrew Honnor
Managing Partner

Georgiana Brunner
Consultant

Apax Partners - US and LatAM Media Enquiries:
Todd Fogarty
Senior Vice President
Kekst and Company
Tel: +1 212 521 4854
Email: todd-fogarty@kekst.com