PROS launches a tender offer on Cameleon Software, leading French player on the CPQ software market.

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Paris, November 15th, 2013 – Bryan, Garnier & Co, the independent pan-European Investment bank focusing on growth companies, today announces the opening of a tender offer on Cameleon Software initiated by PROS Holdings.

On November 13th, 2013, the AMF approved the tender offer presented by Bryan, Garnier & Co on behalf of PROS Holdings and granted its visa to the operation. The Offer targets all outstanding shares of Cameleon (except the 50 815 treasury shares and 550 000 free shares for which the conservation period ends June 21st 2015), listed warrants and new shares that could be issued before the closing of the Offer.

PROS Holdings offers to acquire Cameleon Software shares at € 2.05 per share and warrants at € 1.33 per warrant. If Pros Holdings reaches a stake of more than 95% of diluted voting rights by December 31st, 2014, Pros Holdings will offer a complementary € 0.15 per share and per warrant leading to an offer price of € 2.20 per share and € 1.48 per warrant to all shares tendered during the Offer period.

Founded in 1985, PROS Holdings has implemented more profitability management and optimization solutions than any other market provider. PROS draws from decades of experience and ongoing investment in R&D to deliver the world’s top pricing software solutions across a diverse set of industries.

Recommended by Gartner, Cameleon Software (former Access Commerce) is a public company with a strong presence in industries such as insurance and financial services, telecom, hi-tech and manufacturing. Cameleon’s multichannel and multi-device solutions for product configuration, eCommerce and quotes and proposals integrate with leading CRM and ERP systems, including Salesforce CRM, SAP, Microsoft and Oracle.

“The Cameleon Software acquisition project represents another step in our mission to help our clients to outperform and set new standards of excellence,” says Andres Reiner, CEO of PROS. “The combination of the Cameleon CPQ leading market solutions with PROS Big Data applications will offer a unique sales optimization solution to stimulate sales growth. Customers are now looking for a unique platform that combines the efficiency of sales execution with the science of Big Data to optimize the lead-to-order process. This combination would embody our desire to improve both sales effectiveness and implementation and would make PROS a dominant market player providing the complete solution for our customers”, adds Mr Reiner.

 For more information, please contact: 

Virginie Lazès | Managing Partner – Head of Corporate Finance | vlazes@bryangarnier.com

Christian Finan | Director Equity Capital Markets | cfinan@bryangarnier.com

Vincent Gasné | Director Corporate Finance | vgasne@bryangarnier.com

Pauline Roux | Associate | proux@bryangarnier.com

About PROS Holdings

PROS (NYSE: PRO) is the world leader in profitability management and optimization software solutions. PROS’PROS’ market-leading, science-based software provides the ability to precisely and efficiently analyze, optimize, and execute prices to meet the strategic financial objectives. PROS is known for delivering rapid and significant value to the customers, with ROI that increases over time, and low total cost of ownership.

(www.pros.com)

About Cameleon Software

Founded in 1987 by Jacques Soumeillan and Françoise Asparre, Cameleon Software has been helping companies streamline their quote-to-order processes, increase sales across channels and bring new products to market faster.

Recommended by Gartner and other analyst firms, Cameleon Software is a public company with a strong presence in industries such as insurance and financial services, telecom, hi-tech and manufacturing. Cameleon’sCameleon’s customers include a wide range of SMB and enterprise businesses worldwide, including ADT/Tyco, Cable ONE, Sage, SFR, Technip and ThyssenKrupp. The company is headquartered in Toulouse, France and Skokie, Illinois, USA and has branches in cities such as Paris, France and Lyon, France.

(www.cameleon-software.com)

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