Manatron Announces Definitive Agreement to Be Acquired by Thoma Cressey Bravo in...

Manatron Announces Definitive Agreement to Be Acquired by Thoma Cressey Bravo
in a Transaction Valued at Approximately $66 Million
Shareholders to receive $12.00 per share in cash

KALAMAZOO, Mich., Jan. 15 /PRNewswire-FirstCall/ -- Manatron, Inc.
(Nasdaq: MANA) the nation's leading provider of integrated, enterprise-level
property tax solutions for state and local governments, announced that it has
entered into a definitive agreement to be acquired by an affiliate of Thoma
Cressey Bravo ("TCB"), a leading private equity investment firm in a
transaction valued at approximately $66 million. Under the terms of the
agreement, the shareholders of Manatron, Inc. will receive $12.00 in cash in
exchange for each share of stock.
"Our Board of Directors has unanimously approved the merger agreement and
is recommending that all Manatron shareholders vote in favor of this
transaction," said Paul R. Sylvester, Manatron's Co-Chairman and Chief
Executive Officer. "We have been reviewing our strategic alternatives for the
past year and believe that the opportunity presented by TCB was in the best
interests of our clients, our employees and our shareholders. For our
shareholders, the purchase price represents a 38% premium over the closing
price on January 11, 2008, as well as a valuation that we felt was very fair
based on current industry standards. For our clients and employees, this
transaction provides the opportunity for Manatron to continue its journey of
being the nation's leading provider of property tax solutions."
Scott Crabill, Partner of TCB, said, "Manatron represents an exciting
platform investment opportunity for our firm. We look forward to working with
the Company's management team to enhance and extend its track record as a
leading property tax software vendor and deliver increased value for
Manatron's customers." Holden Spaht, Principal with TCB, added, "It is our
intention to continue to invest in Manatron's GRM(R) suite of software and
grow the company through strategic acquisitions. We plan to aggressively
pursue Manatron's mission of building a national company that will be the
clear leader in this market."
The transaction is expected to close during Manatron, Inc.'s fiscal fourth
quarter, which ends on April 30, 2008, subject to customary conditions,
including regulatory approvals and approval by Manatron shareholders. The
completion of the transaction is not subject to any financing contingency.
Upon closing, Manatron, Inc. will no longer be publicly traded, but will be
privately held by an affiliate of Thoma Cressey Bravo.
Advisors: First Analysis Securities Corporation rendered a fairness
opinion to Manatron's Board of Directors and Warner Norcross & Judd LLP
provided legal counsel to Manatron, Inc. in connection with the transaction.
Kirkland & Ellis LLP provided legal counsel to Thoma Cressey Bravo. Wells
Fargo Foothill, part of Wells Fargo & Company (NYSE: WFC) has committed to
provide debt financing in support of the acquisition.
About Manatron, Inc.: Manatron is focused on providing software and
services to enable state and local governments in North America to completely,
fairly and efficiently assess real and personal property, and to bill and
collect the related property taxes in their jurisdictions. The Company's
software manages the entire property life cycle, which includes deed
recording, land records, GIS (Geographic Information System) integration,
valuation, assessment administration, personal property, business licenses,
cashiering, tax billing and collection, delinquents and tax sales, and
e-government. Manatron's revenues are primarily generated from software
license fees, software maintenance fees, professional services, and sales of
hardware and supplies. Professional services consist of data conversions,
installation, training, project management, hardware maintenance, forms
processing and printing, consulting and appraisal services. Manatron is
headquartered in Portage, Michigan and has offices in Florida, Georgia,
Illinois, Indiana, Minnesota, New York, Ohio, Pennsylvania, Texas and
Washington. Manatron currently serves approximately 1,400 customers in 40
states, two Canadian territories, South Africa and the U.S. Virgin Islands.
More information about Manatron, Inc. is available at the Company's site on
the World Wide Web at http://www.manatron.com.
About Thoma Cressey Bravo: Thoma Cressey Bravo is a leading private
equity investment firm that has been providing equity and strategic support to
experienced management teams building growing companies for more than 25
years. The firm originated the concept of "industry consolidation" or "build
and buy" investing, which seeks to create value through the strategic use of
acquisitions to accelerate business growth. Through a series of private equity
funds, Thoma Cressey Bravo currently manages approximately $2.0 billion of
equity capital. In the software industry, Thoma Cressey Bravo has completed 34
acquisitions across 10 platform companies with total annual earnings of
approximately $500 million. For more information on Thoma Cressey Bravo,
visit http://www.tcb.com.
Additional Information and Where to Find It: In connection with the
proposed merger, Manatron, Inc. will file a proxy statement with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain a free electronic copy of the proxy statement when it is available, as
well as other documents filed by Manatron, Inc. with the Securities and
Exchange Commission by visiting http://www.sec.gov. The proxy statement and
other relevant documents may also be obtained for free from Manatron, Inc. by
directing such request to Jane Rix at Manatron, Inc. 510 E. Milham Avenue,
Portage, Michigan 49002, telephone (269) 567-2900, extension 7204.
Safe Harbor Statement: This press release contains forward-looking
statements. Forward-looking statements are identifiable by words or phrases
indicating that Manatron or its management "anticipates", "believes",
"expects", "looks forward", "plans" that a particular occurrence "will" be the
result or occur; that an "opportunity" will be realized, or similarly stated
expectations. These forward-looking statements are subject to a number of
factors that could cause actual results to differ materially. The Company's
ability to complete the proposed transaction is dependent upon shareholder
approval and other customary regulatory closing conditions, not all of which
are entirely within the control of the Company or Thoma Cressey Bravo. The
Company's ultimate ability to execute its strategies, compete effectively, and
achieve long-term success is subject to a variety of uncertainties and
factors. Additional information about the factors that may adversely affect
these forward-looking statements is contained in Manatron's reports and
filings with the Securities and Exchange Commission at http://www.sec.gov.
Manatron undertakes no obligation to update or revise any forward-looking
statements to reflect developments or information obtained after the date of
this press release.
CONTACT:
Paul Sylvester, CEO and Co-Chairman or Cameron Donahue
Manatron, Inc. Hayden Communications, Inc.
(269) 567-2900 (651) 653-1854
paul.sylvester@manatron.com mailto:cameron@haydenir.com

Amber Roberts
Lane PR
(On behalf of Thoma Cressey Bravo)
(503) 546-7891
amber@lanepr.com

SOURCE Manatron, Inc.

Paul Sylvester, CEO and Co-Chairman of Manatron, Inc., +1-269-567-2900,
paul.sylvester@manatron.com; or Cameron Donahue of Hayden Communications,
Inc., +1-651-653-1854, cameron@haydenir.com, for Manatron, Inc.; or Amber
Roberts of Lane PR, +1-503-546-7891, amber@lanepr.com, for Thoma Cressey
Bravo