Agilisys acquires application software provider Brain AG

MALVERN, PA and BREISACH, GERMANY (November 28, 2002) – Agilisys International, announced today the acquisition of Brain AG, a leading provider of specialized ERP and Supply Chain Execution software to automotive suppliers and other selected industries worldwide. Jim Schaper, Agilisys’ Chairman and CEO, has appointed Ernst Gemmasmer to the post of Senior Vice President to lead the European operations of Brain, Automotive. Post-transaction, Brain Automotive and Brain Industries will be operated as separate business units of Agilisys International, a global provider of software solutions to the manufacturing industries.

The acquisition was financed through funds managed by Golden Gate Capital and Parallax Capital Partners.

For over 20 years, Brain has been enhancing the productivity and competitiveness of automotive suppliers by providing them industry-specific software and consulting services tailored to meeting the demanding requirements of the automotive industry. With over 1,600 referenceable customers in nearly 19 countries, Brain’s single source, best-of-breed solutions keep automotive suppliers current, compliant and on the leading edge.

David Dominik, a Managing Director of Golden Gate Capital comments, “The financial support from our $700 million capital base will provide Brain a solid foundation to maintain and enhance its market leading position of providing high quality software solutions. Our keen interest in the Company stems from the increasing trend we are seeing toward the verticalization of enterprise software applications. We believe companies providing these industry-specific solutions are differentially equipped to serve their respective customers, adapt to industry changes more rapidly, and enjoy a sustainable and defensible business model over the long-term. Brain is the sixth addition to our family of software companies, which now in aggregate represent over $400 million in revenues.”

“This strategic acquisition of Brain provides Agilisys much broader distribution capabilities outside North America, a defendable position in additional vertical markets and a large global customer base. Additionally, with access to Golden Gate Capital’s $700 million fund, we will continue the evolution of the current product offerings and the global roll-out of the new Brain Web based solutions. The Agilisys planning, scheduling, and analytical products integrated with the Brain supply chain execution solutions will provide our customers capabilities with proven high investment returns,” commented Jim Schaper, Chairman & CEO.

“I look forward to continuing Brain’s rich heritage of product quality, successful customer implementation and continued focus on our customers and their individual requirements” said Ernst Gemassmer, Senior Vice President Brain Automotive International Operations.

About Golden Gate Capital

Golden Gate Capital is a San Francisco-based private equity investment firm with approximately $700 million of capital under management. Golden Gate is dedicated to partnering with world-class management teams to invest in change-intensive, growth businesses. They target investments of up to $100 million in situations where there is a demonstrable opportunity to significantly enhance a company’s value. The principals of Golden Gate have a long and successful history of investing with management partners across a wide range of industries and transaction types, and in particular, have been very active in the enterprise software market. For more information, visit www.goldengatecap.com.

Parallax Capital Partners

Parallax Capital Partners, LLC is a private investment firm that dedicates its resources to the acquisition and management of technology related businesses. Parallax focuses on companies that generate revenues of between $10 and $100 million of revenue that require capital to either expand their existing business, make strategic acquisitions, or plan for ownership succession. In the Parallax commitment to building long-term value throughout companies, Parallax has established an extensive operational infrastructure which includes an active data center, functions such as accounting and finance, worldwide sales and marketing, research and development, customer support and human resources. Together, Parallax and its partners have participated in over 200 transactions ranging in size from $5 million to over $1 billion. For more information, visit www.parallaxcap.com.