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Geac Computer Corporation Limited.

Golden Gate Capital to Acquire Geac Computer Corporation for Approximately US$1.0 Billion, Cash Price of US$11.10 Per Share

San Francisco, California, Markham, Canada and Waltham,
Massachusetts, November 7 (ots/PRNewswire)

- Fortified Financial Position, Deep Global Presence and Expanded
Development Initiatives Provide Increased Benefits for Customers and
Strong Opportunities for Employees
Golden Gate Capital, a private equity firm focused on investing in
high-growth businesses in change intensive industries, and Geac
Computer Corporation Limited (TSX: GAC ; NASDAQ: GEAC) today
announced that they have reached a definitive agreement for Golden
Gate Capital to acquire Geac in an all-cash transaction valued at
US$11.10 per share (which, based on Friday's Bank of Canada exchange
rate, was CDN$13.11), or approximately US$1.0 billion, pursuant to a
plan of arrangement.
The agreement has received unanimous approval from Geac's
Independent Committee and Board of Directors. The Independent
Committee was advised by Bear, Stearns & Co. Inc. The Independent
Committee also received a fairness opinion from CIBC World Markets.
The parties anticipate closing the transaction in the first calendar
quarter of 2006. The closing is subject to certain customary closing
conditions, including receipt of required regulatory approvals and
Geac shareholder and court approval of the plan of arrangement.
Commenting on the transaction, Charles S. Jones, President and CEO
of Geac said, "Today's announcement provides outstanding opportunity
for all of our key stakeholders. For shareholders, we have achieved
an offered price of US$11.10, a per share value which represents a
27.0% premium over Friday's trading price and a 38.7% premium to
enterprise value. For our customers and employees, this proposed
transaction and the resources available through it provide a
long-term future for our business. Geac has capitalized on its
industry-specific focus and expertise in the Manufacturing,
Government, Financial Services, Healthcare and Retail sectors. Our
vertical market success should be enhanced by the current initiatives
and momentum within the Golden Gate portfolio."
With today's transaction price, Geac's share price, in US dollar
terms, has increased by nearly 276.0%, since Mr. Jones became
Chairman of the company five years ago, compared to the NASDAQ Index
Composite decrease of 38.6% and the TSX Index increase of 6.8%,
during the same period. "At the annual meeting, we noted the most
important trend in our industry is consolidation. This economic
paradigm cannot be ignored. The unique combination of our business
with several of Golden Gate's software investments provides the
extraordinary opportunity to deliver the greatest value to each and
every stakeholder group. Importantly, success in the software
industry today derives from the strength of size and scale - the
scale to invest in new products, in marketing and in a global sales
force," Mr. Jones continued.
"The technology businesses we acquire are carefully selected based
on their growth potential and ability to deliver vertically specific
enterprise software offerings and deep market expertise to their
customers. Golden Gate Capital views Geac as a natural addition to
this successful strategy," said David Dominik, Managing Director of
Golden Gate Capital, which has more than US$2.5 billion under
management. "Golden Gate Capital looks at acquisitions with a
different perspective than most private equity firms. We seek to
integrate companies that can grow significantly faster together than
they could on their own. This strategy has been implemented
successfully by Concerto/Aspect Software, AttachmateWRQ, Inovis and
Infor. We will aggressively support the Geac business units with our
'assembler' acquisition strategy. Upon completion of the acquisition,
Geac will be reorganized into two separate Golden Gate Capital
portfolio companies."
As part of the reorganization, Infor, an existing Golden Gate
Capital funded company, will acquire Geac's ERP software products -
including System21, Runtime, RatioPlan, Streamline, and Management
Data - and the employees who support them will move to Infor. As the
largest provider of enterprise software exclusively focused on the
manufacturing and distribution industries, Infor delivers integrated
solutions that address the essential challenges its customers face in
areas such as supply chain planning, relationship management, demand
management, ERP, warehouse management, marketing-driven distribution,
and business intelligence. Infor has more than 2,300 employees in 47
offices around the world and supports approximately 18,000 customers
in more than 70 countries.
Mr. Dominik continued, "Infor understands the critical role
software solutions play in customers' businesses and is committed to
protecting and enhancing our customers' investments. By bringing
together the resources, talent and expertise of Geac and Infor,
customers will benefit from the combined entity's superior solutions
and service. Infor's customers will have access to additional domain
expertise, while Geac's customers will benefit from increased product
diversity, additional product investments and improved global reach.
In addition to the immediate product and service portfolio
enhancements, customers will benefit from Infor's strong financial
backing and deep focus on developing enterprise solutions for
manufacturers and distributors."
Geac's financial applications and the Industry Specific
Applications (ISA) will become the two business groups under a newly
formed Golden Gate Capital funded company, which will be named prior
to the transaction closing and is referred to below as "NEWCO". In
addition, Geac's general and administrative staff, including the
finance and accounting, legal, IT and human resources teams will
provide the global general and administrative infrastructure for
NEWCO. The newly formed Financial Applications business unit under
NEWCO will include the products and the employees who currently work
within Geac's Enterprise Server, SmartStream, Anael, Extensity and
Comshare products. This business unit will target the integrated
financial applications software market, and the combination of these
solutions will become the foundation of a complete offering of
integrated financial applications. Geac's ISA businesses - CSD,
Libraries, Local Government, Public Safety and Restaurants - will
form the second business unit under NEWCO and will continue to target
their current industries. Each ISA business will remain independent
from the others in a structure similar to what exists within Geac
today. The CEO of the new company will be named prior to closing the
transaction.
Jones also noted that one of Geac's largest shareholders,
Crescendo Partners, has expressed its full support for this
transaction and has agreed to vote in favor of the plan of
arrangement. Eric Rosenfeld, President and CEO of Crescendo Partners,
is a member of Geac's Board of Directors.
The transaction will be financed through a combination of equity
from Golden Gate Capital, cash on Geac's balance sheet and firmly
committed debt financing. JPMorgan acted as lead arranger and
bookrunner for Infor's Senior Facilities, and JPMorgan and Merrill
Lynch acted as co-lead arrangers and joint bookrunners for NEWCO's
Senior Facilities. Wells Fargo Foothill acted as documentation agent
for Infor's first and second lien financing and NEWCO's First Lien
Financing. D.B. Zwirn Finance led NEWCO's Second Lien Financing,
acting as sole syndication agent and administrative agent. Bear,
Stearns & Co. Inc. acted as financial advisor and Blake, Cassels &
Graydon LLP and Skadden, Arps, Slate, Meagher & Flom acted as legal
advisors to Geac. JPMorgan acted as exclusive financial advisor and
Kirkland & Ellis LLP and Borden Ladner Gervais LLP acted as legal
advisors to Golden Gate Capital.
Conference Call
Geac management will hold a conference call later this morning,
November 7, 2005, at 10:00 a.m. Eastern Time, to discuss the
definitive agreement, which will be available online at
http://www.investors.geac.com or www.fulldisclosure.com. The call-in
number for today's call is  +1-416-405-9328 or +1-800-387-6216.
Listeners may also access the conference  call and a brief management
presentation via webcast at  http://www.investors.geac.com. Attendees
should log in at least 15 minutes  prior to the call. The online
replay will be available today at approximately  3:00 p.m. (Eastern
Time) and will continue for 30 days. The replay can be  accessed at
+1-416-695-5800 or at +1-800-408-3053. The pass code for the  replay
is 3167398 followed by the number sign.
About Infor
Infor is the largest global software provider exclusively focused
on delivering world-class enterprise applications to customers in the
manufacturing and distribution industries. Infor delivers integrated
best-in-class products that address the essential challenges its
customers face in areas such as supply chain planning, relationship
management, demand management, ERP, warehouse management,
marketing-driven distribution, and business intelligence. With more
than 2,300 employees in 47 global offices, Infor provides enterprise
solutions to 17,500 customers in over 70 countries. For additional
information, visit www.infor.com.
About Golden Gate Capital
Golden Gate Capital (http://www.goldengatecap.com) is a San
Francisco- based private equity investment firm with approximately
US$2.5 billion of capital under management. Golden Gate Capital is
dedicated to partnering with world-class management teams to invest
in change-intensive, growth businesses. They target investments in
situations where there is a demonstrable opportunity to significantly
enhance a company's value. The principals of Golden Gate Capital have
a long and successful history of investing with management partners
across a wide rage of industries and transaction types, including
leveraged buyouts, recapitalizations, corporate divestitures and
spin-offs, build-ups and venture stage investing.
About Geac
Geac (TSX: GAC, NASDAQ:GEAC) is a global enterprise software
company that addresses the needs of the Chief Financial Officer.
Geac's best-in-class technology products and services help
organizations do more with less in an increasingly competitive
environment, amidst growing regulatory pressure, and in response to
other business issues confronting the CFO. Further information is
available at http://www.geac.com or through e-mail at  info@geac.com.
Important Information Regarding the Transaction
The proposed transaction will be submitted to Geac's shareholders
for their consideration, and Geac will file a proxy circular on SEDAR
and with the Securities and Exchange Commission (SEC), to be used by
Geac to solicit their shareholders' approval of the proposed
transaction, as well as certain other relevant documents concerning
the proposed transaction. Shareholders of Geac are urged to read the
proxy circular regarding the proposed transaction and any other
relevant documents filed on SEDAR and with the SEC when they become
available, as well as any amendments or supplements to those
documents, because they will contain important information.
Interested parties will be able to obtain a free copy of the proxy
circular, as well as other filings containing information about Geac,
at www.sedar.com and at http://www.sec.gov.
This press release may contain forward-looking statements of
Geac's intentions, beliefs, expectations and predictions for the
future. These forward-looking statements often include use of the
future tense with words such as "will," "may," "intends,"
"anticipates," "expects" and similar conditional or forward-looking
words and phrases. These forward-looking statements are neither
promises nor guarantees. They are only predictions that are subject
to risks and uncertainties, and they may differ materially from
actual future events or results. Geac undertakes no obligation to
update or revise the information contained herein. Risks and
uncertainties include the satisfaction of the conditions to closing,
including receipt of shareholder and regulatory approval. Other
potential risks and uncertainties that relate to Geac's business and
operations are summarized in more detail from time to time in our
filings with the United States Securities and Exchange Commission and
with the Canadian Securities Administrators. Please refer to Geac's
most recent quarterly reports available through the website
maintained by the SEC at www.sec.gov and through the website
maintained by the Canadian Securities Administrators and the Canadian
Depository for Securities Limited at www.sedar.com for more
information on risk factors that could cause actual results to
differ. Geac is a registered trademark of Geac Computer Corporation
Limited. All other marks are trademarks of their respective owners.

Contact:

Transaction Contact: Jon Salon, Vice President, Deputy General
Counsel, Geac, Tel: +1-781-672-8810, jon.salon@geac.com; Geac
Investor and Media Contacts: Alys Scott, Vice President, Corporate
Communications, Geac, Tel: +1-781-672-5980, alys.scott@geac.com;
Infor
Contact: Beverly McDonald, Vice President, Corporate Communications,
Infor, Tel: +1-678-907-2048, Beverly.mcdonald@infor.com; Golden Gate
Capital Contact: Joelle Kenealey, Director, Coltrin & Associates,
Tel: +1-415-305-6065, Joelle_kenealey@coltrin.com

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  • 17.10.2005 – 17:30

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