Mon Aug 27, 2007 19:55

Sep 1, 2006

Intergraph yesterday announced that it will be
acquired by an investor group led by Hellman &
Friedman and Texas Pacific Group. Shareholders will
receive $44 in cash for each share of Intergraph
common stock, a 22% premium over the average closing
share price for the past 20 trading days. The deal is
valued at about $1.3 billion.
Intergraph develops and sells software for plant and
ship design, as well as GIS applications. The company
is in the midst of transitioning its user base to its
next-generation SmartPlant product. Half of the
company's revenue in 2005 came from outside the United
States, and 21% came from sales to the U.S.
In recent years, the company has also capitalized on
its intellectual property assets, in particular its
Clipper patents. Intergraph has recorded settlements
with most major PC manufacturers, including Intel,
AMD, HP, Dell, IBM and Sony. These patents protected
microprocessor technology developed by Fairchild
Semiconductor and acquired by Intergraph in 1987.
Intergraph exited the hardware business in 2000 to
focus on software and services.
Total revenue for 2005 was $576.8 million, a 4.7%
increase from 2004. Net income for the year was $114.4
million. That includes $89.4 million in after-tax
revenue from Intergraph's intellectual property
division. The 2005 income was down from $159 million
in 2004, when Intergraph brought in $121.6 million
from intellectual property.
For the first six months of 2006, Intergraph reported
$24 million in pretax income from intellectual
property and filed patent infringement actions against
Fujitsu-Siemens, NEC and Toshiba.
"Intergraph remains deeply committed to the markets we
serve, and we now expect to have even greater
flexibility to invest in our customers, technology,
people and future," said R. Halsey Wise, Intergraph
President and CEO.
"Intergraph is well-positioned to continue to provide
its market-leading software and services solutions to
the energy, chemical and shipbuilding infrastructure
design markets, as well as to the increasingly
relevant areas of critical infrastructure protection
and homeland security," said Bryan Taylor, partner at
Texas Pacific Group.
The transaction is subject to stockholder approval and
is expected to close in the fourth quarter of 2006.
Wise expects the senior management team to remain in
place once the transaction is complete.
Hellman & Friedman
Managing Directors

Frank G. Zarb

Mr. Zarb is a Managing Director of Hellman & Friedman.
His primary area of focus is the financial services
industry. Mr. Zarb is currently Interim Chairman of
Chairman of the Promontory Financial Group.

Prior to joining the Firm in 2002, he was Chairman and
Chief Executive Officer of NASD, Inc. and The Nasdaq
Stock Market, Inc. Previously, Mr. Zarb was Chairman,
Chief Executive Officer and President of insurance
brokerage firm Alexander & Alexander Services, Inc.,
Vice Chairman and Group Chief Executive of The
Travelers, Inc. and Chairman and Chief Executive
Officer of Smith Barney. Before joining Smith Barney,
he served as a Senior Partner at Lazard Frfieres & Co.
and a General Partner at Goodbody and Co. Mr. Zarb has
also served in various capacities in the NIXON, FORD,
REAGAN, BUSH and CLINTON administrations.

Mr. Zarb graduated from Hofstra University where he
also received his MBA and an honorary Doctor of Law

Brian M. Powers
Mr. Powers is Chief Executive Officer of Hellman &
Friedman. He serves as Chairman of the Firm's
Investment and Compensation Committees, as well as
overseeing the Firm's day-to-day activities. He is a
and ProSiebenSat....

Jeffrey A. Goldstein
Mr. Goldstein serves as a Member of the Board of
Trustees and Chairman of the Investment Committee of
Vassar College, Trustee of the German Marshall Fund of
the United States, Director of the International
Center for Research on Women, and is a Member of the
Council on Foreign Relations.

. Mark Fariborz
Mr. Fariborz is a Director at Hellman & Friedman in
the New York office.
Prior to joining the Firm in 2006, Mr. Fariborz was
employed by The Carlyle Group ...

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