Logility, Inc.

Ownership

Public (NASDAQ: LGTY)

Company Description

Logility, headquartered in Atlanta, Georgia, is a leading provider of collaborative supply chain planning solutions that help small, medium, large and Fortune 1000 companies realize substantial bottom-line results in record time.  Logility Voyager Solutions features performance monitoring capabilities in a single Internet-based framework and provides (i) supply chain visibility; (ii)demand, inventory and replenishment planning; (iii) sales and operations planning; (iv) inventory and supply optimization, transportation planning and execution; and (v) warehouse management.  Demand Solutions provides forecasting, demand planning and point-of-sale analysis for maximizing profits in manufacturing, distribution and retail operations.  Logility has more than 1,250 customers, and was 100% owned by American Software prior to going public in October 1997.  At the time of the transaction, Logility was still 88% owned by American Software.

Objective

In March 2009, American Software publicly announced its intention to acquire all of the outstanding shares of Logility’s common stock not already owned by American Software at a price of $5.10 per share in cash.  Due to American Software’s majority ownership interest in Logility, a Special Committee of the Board of Directors of Logility (the “Special Committee”) was formed to evaluate the offer by American Software on behalf of the minority shareholders of Logility.

Advisory Role

VRA Partners was engaged by the Special Committee to serve as independent financial advisor to Logility with regards to the offer by American Software, and to render an opinion to the Special Committee with respect to the fairness, from a financial point of view, of the offer to the Company’s shareholders other than American Software.  VRA Partners negotiated directly with management of American Software in its efforts to increase the cash price per share offered by American Software.

Result

Subsequent to negotiations, American Software in May 2009 increased its offer price to $7.02 per share in cash, representing an increase of 37.6% over the initial offer price.  Logility’s Special Committee recommended that its shareholders accept the increased offer price, and VRA Partners rendered its written opinion to the Special Committee that, from a financial point of view, the $7.02 per share in cash offer price was fair to the Company’s shareholders other than American Software.  Following the tender offer, American Software completed the acquisition of the remaining 12% stake in Logility in June 2009.