LLR Partners to Acquire I-many

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Wed Apr 29, 2009 4:20pm EDT

  PHILADELPHIA, PA and EDISON, NJ, Apr 29 (MARKET WIRE)
-- 
LLR Partners, one of the Mid-Atlantic's largest private equity investment
firms, with more than $1.4 billion under management, and I-many, Inc.
(NASDAQ: IMNY), a leading provider of contract management software and
services for the enterprise, announced today a definitive merger
agreement under which LLR Partners will acquire I-many for approximately
$0.43 per share in cash. The transaction is valued at $36 million,
including consideration payable to holders of options and warrants, or
approximately $23.3 million net of I-many's debt and transaction-related
expenses, as set forth in the merger agreement. The transaction price
represents a premium of nearly 50% above I-many's closing stock price
earlier this week, as well as more than 70% above the average closing
prices during the past week, the past four week period, and the
three-month and six-month periods.

    The estimated $0.43 per-share cash payment to I-many's shareholders
assumes, among other things, that I-many has a cash balance of $8 million
at the closing of the transaction. If the cash balance at closing is
greater than $8 million, the difference will be added to the amount
available for distribution to stockholders. If the cash balance at closing
is less than $8 million, the amount available for distribution to
stockholders will be less.

    The transaction has been approved unanimously by the I-many board of
directors and is subject to customary closing conditions, including the
approval of I-many's stockholders. It is expected to close during the
third calendar quarter of 2009.

    In connection with the acquisition, the holders of I-many's senior
convertible notes have agreed to allow the company to redeem their notes
in full for cash at the closing. The holders of I-many's senior
convertible notes have also agreed not to accelerate the redemption of
their notes if the company's common stock is de-listed from the NASDAQ
Capital Market before the closing of the transaction.

    "Given I-many's difficult challenges regarding outstanding debt
obligations and possible NASDAQ de-listing, LLR Partners presents an
ideal opportunity to effectively address these issues, preserve
shareholder value, and maintain our commitment to our customers," said
John A. Rade, president and CEO of I-many. "LLR has built a successful
track record of investments across many services industries, with
information technology, business services, and healthcare as key areas of
focus. Among the potential strategic partners we considered for I-many,
we believe LLR possess the greatest understanding of the unique value of
I-many as a leading provider of contract management solutions for the
enterprise."

    "For our stockholders," said Rade, "LLR's understanding is reflected in
the favorable terms established in this transaction. For our customers,
LLR expands our potential resources in terms of both financial strength
and knowledge of our industry, and brings a shared vision of growth and
opportunity. We are encouraged by their reputation for developing
long-term partnerships with the management teams of their portfolio
companies, and supporting them in building their businesses."

    According to partner Gregory M. Case of LLR Partners: "An investment in
I-many offers LLR the chance to partner with a valuable franchise and a
core team of capable executives. Together, LLR Partners and I-many will
work to leverage the company's domain knowledge and technical capability
for the benefit of I-many's existing customers and prospects in
pharmaceutical development/manufacturing, medical devices and other
industries where increased regulatory oversight and the need for enhanced
compliance requires leading edge solutions for enhanced data management,
data processing and business intelligence."

    I-many was advised by Montgomery & Co., LLC in this transaction.

    Conference Call

    I-many will hold a conference call to discuss the acquisition and
financial results for the first quarter of 2009 today at 4:30 p.m.
Eastern time. I-many Chairman, President and CEO John A. Rade and CFO
Kevin M. Harris will host the presentation, followed by a question and
answer period.


Date: Wednesday, April 29, 2009
Time: 4:30 pm Eastern time (1:30 pm Pacific time)
Dial-In Number: 1-800-894-5910
International: 1-785-424-1052
Conference ID#: 7IMANY

    
Please call the conference telephone number 5-10 minutes prior to the
start time. An operator will register your name and organization and ask
you to wait until the call begins. If you have any difficulty connecting
with the conference call, please contact the Liolios Group at
949-574-3860.

    A simultaneous webcast of the call will be accessible via the investor
section of I-many's website at www.imany.com.

    A telephone replay of the call will be available within about 48 hours of
the call until May 29, 2009: Dial 1-800-374-1375 or 1-402-220-0682 (No
passcode required).

    About LLR Partners

    LLR Partners, a leading private equity firm based in Philadelphia, PA,
provides capital to middle market growth companies with proven business
models in a broad range of industries including healthcare, financial and
business services, information technology and education. With over $1.4
billion under management, LLR is flexible in its approach, taking minority
or majority positions, and investing in transactions ranging from
expansion and growth capital to recapitalizations and buyouts. For more
information on LLR, please visit www.llrpartners.com.

    About I-many

    I-many is a leading provider of contract management software and services
for the enterprise. With hundreds of companies across 21 industries
worldwide, I-many is enabling businesses to manage the entire contract
life cycle, from pre-contract processes and contract management to active
compliance, contract optimization, demand channel visibility and control.
The result is an end-to-end solution that provides greater levels of
insight into contract performance, allowing companies to improve
profitability and achieve a measurable return on investment. For more
information, please visit www.imany.com.

    Forward-looking Statements

    This news release contains forward-looking statements, and actual results
may vary from those expressed or implied herein. Actual results could
differ materially from current expectations. Factors that could cause or
contribute to such differences include, but are not limited to, the risks
surrounding the closing of the transaction, including failure of I-many's
stockholders to approve the merger; operational disruption from the
merger; general economic and market conditions and other risk factors set
forth from time to time in the company's filings with the Securities and
Exchange Commission (the "SEC").

    Additional Information and Where to Find It

    I-many plans to file with the SEC and mail to its stockholders a proxy
statement (the "Proxy Statement") in connection with the merger agreement
with LLR Partners (the "Merger Agreement") and related transactions. The
Proxy Statement will contain important information about I-many, LLR
Partners, the Merger Agreement and related matters. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS
AVAILABLE.

    Investors and security holders will be able to obtain free copies of the
Proxy Statement (when it is available) and other documents filed with the
SEC by the Company through the website maintained by the SEC at
www.sec.gov.

    In addition, investors and security holders will be able to obtain free
copies of the Proxy Statement (when it is available) from the Company by
contacting I-many, Inc., Attn: Secretary, 399 Thornall Street, 12th Floor,
Edison, NJ.

    I-many and LLR Partners, and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the stockholders of I-many in respect of the transactions
contemplated by the Merger Agreement. Information regarding I-many's
directors and executive officers will be included in the Proxy Statement.
Additional information regarding these directors and executive officers
is contained in I-many's Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, as amended by Amendment No. 1 dated April 29,
2009, which is filed with the SEC and available free of charge at the
SEC's web site at www.sec.gov. As of March 31, 2009, I-many's directors
and executive officers beneficially owned approximately 5,885,994 shares,
or 10.9%, of I-many's common stock. This excludes 7,383,264 shares owned
by Ramius LLC, of which Mark R. Mitchell, a director of I-many, is an
executive officer and for which Mr. Mitchell disclaims beneficial
ownership. Information regarding LLR Partners' directors and officers and
a more complete description of the interests of I-many's directors and
officers will be available in the Proxy Statement.

    

LLR Partners Contacts
Press contact:
Gregory FCA
Kristy DelMuto
610-642-8253 x144
Email Contact
or
Corporate contact:
LLR Partners
Scott Perricelli
215-717-2915
Email Contact

I-many Contacts
I-many, Inc.
Kevin Harris
CFO
732-452-1515
Email Contact
or
Investor Relations:
Liolios Group, Inc.
Scott Liolios or Geoffrey Plank
949-574-3860
Email Contact

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