PROS Announces Plans to Acquire Cameleon Software
PROS Holdings, Inc. (Houston, TX, USA) and Cameleon Software (Paris, France) have announced PROS has entered into a definitive tender offer agreement to acquire Cameleon in an all-cash transaction valued at approximately €24 million (U.S. $33 million), net of cash acquired. The transaction has been approved by the Boards of Directors of both PROS and Cameleon, respectively on the 22nd and the 24th of October, 2013.
Under the terms of the agreement, PROS will commence the proposed tender offer to acquire all the outstanding shares of Cameleon. Key terms of the agreement include the following:
- PROS offer of €2.05 per share represents a 45% premium on Cameleon’s trailing 90-day average common stock price as of October 23, 2013.
- PROS offer includes an additional €0.15 per share cash premium to the shareholders tendering their shares and warrants if PROS succeeds in holding 95% of Cameleon’s diluted voting rights by December 31, 2014, which would result in a price of €2.20 per share, representing a 55% premium on Cameleon’s trailing 90-day average common stock price as of October 23, 2013.
- Cameleon’s four largest management shareholders together with IRDI and SOPROMEC, Cameleon’s two largest independent shareholders, representing in aggregate 26% of the diluted2 share capital of Cameleon, have agreed to tender their shares to PROS, subject to regulatory approvals and other customary conditions.
Configure, Price and Quote (CPQ) software streamlines and simplifies the configuration, pricing and quote-generation activities that accompany solutions and negotiated selling. CPQ applications are also deployed to support self-service sales environments, including business-to-consumer (B2C) and business-to-business (B2B). According to Gartner, Inc., price optimization and CPQ are the only two sales effectiveness technologies identified as “transformational” in its report “Hype Cycle for CRM Sales, 2013.” In the same report, both CPQ and price optimization are recognized as being in the early mainstream adoption phase of the market.
“PROS planned acquisition of Cameleon represents another step in our mission to help customers outperform,” said PROS President and CEO Andres Reiner. “The proposed addition of Cameleon’s market-leading CPQ solutions with PROS big data applications would offer a unique, end-to-end sales effectiveness solution that drives sales growth. Customers are seeking a single platform that combines the efficiency of sales execution with big data science to optimize the lead-to-order process. This would bring our vision of improving both sales efficiency and effectiveness to a powerful new reality, and would put PROS in a unique market position to provide a total solution for customers.”
Reiner continued, “PROS and Cameleon share a common culture and a commitment to customer success and innovation as hallmarks of how we do business. Both companies also share a belief that data science enables businesses to accelerate growth. We look forward to retaining the very talented Cameleon team under the leadership of Cameleon Founder, President and CEO Jacques Soumeillan, who would lead the Cameleon CPQ product line. We would also retain the highly regarded Cameleon brand, built over many years in the CPQ market. We look forward to welcoming Cameleon’s people, customers and partners to PROS.”
Cameleon President and CEO Jacques Soumeillan added, “With PROS, we find a wealth of commonalities, a strong cultural fit and a shared interest in helping customers improve sales effectiveness. We strive to deliver the most innovative and robust CPQ solutions, and we are confident the proposed combination of PROS and Cameleon would offer a unique value proposition for our respective customers and partners. This would be a tremendous opportunity for our employees in Europe and the U.S., as we work together to grow the market, and expand domestically and internationally.”
Benefits of the Planned Acquisition
The combination of PROS and Cameleon will unite two innovators that help customers outperform. Key strengths expected from the combination would include the following:
- Aligns with PROS strategy of providing big data solutions that drive sales growth: Cameleon’s CPQ solutions drive sales growth by streamlining and simplifying the selling and quoting process. According to Gartner, companies that invest in CPQ solutions can increase their revenue growth rates by as much as 10%. The addition of Cameleon’s solutions to the PROS portfolio would meet the growing demand for an end-to-end sales effectiveness solution that optimizes products, prices and offers.
- Offers immediate benefits to customers: The integration of PROS and Cameleon would provide a single platform that combines the transformational benefits of sales execution and big data science to optimize the lead-to-order process. Customers have been forced to use different technologies to optimize prices, and configure product offers and quotes. The combined solution would bring together two key decisions in the sales process, providing best-in-class automation, data science, analytics and execution that gives sales reps a competitive selling advantage.
Cameleon (Paris: CAM) is a global leader in multichannel, multi-device product configurator, quotes, proposals and eCommerce software. Cameleon solutions empower customers’ sales teams to streamline their quote-to-order process and increase sales across all channels, and marketing teams to define and launch new products faster. Cameleon’s solutions integrate to leading CRM and ERP systems including Salesforce, SAP, Oracle and Microsoft and are available as both SaaS and on premises. Cameleon Software is a public company with strong references in industries such as insurance and financial services, telecom, hi-tech and manufacturing, including Pearson, MMA, Sage, ThyssenKrupp, SFR, and Tyco. To learn more, visit http://www.cameleon-software.com.
PROS Holdings, Inc. (NYSE: PRO) is a big data software company that helps customers outperform in their markets by using big data to sell more effectively. We apply 27 years of data science experience to unlock buying patterns and preferences within transaction data to reveal which opportunities are most likely to close, which offers are most likely to sell and which prices are most likely to win. PROS offers big data solutions to optimize sales, pricing, quoting, rebates and revenue management across more than 30 industries. PROS has completed over 600 implementations of its solutions in more than 50 countries. The PROS team comprises more than 700 people around the world. To learn more, visit http://www.pros.com.
 Based on a share price including a €0.15 per share cash premium, i.e., €2.20 per share
 Including the warrants and stock options