Illinois Tool Works to Acquire Click Commerce


Sept. 5, 2006

Click Commerce, Inc. (NASDAQ:CKCM) today announced that it had reached a definitive agreement with Illinois Tool Works Inc. (NYSE:ITW) pursuant to which ITW will make a cash tender offer to acquire all of the common stock of Click Commerce, Inc., a leading provider of on-demand supply chain management solutions for a variety of worldwide industries.

As part of the agreement, ITW would purchase all of Click Commerce's outstanding shares for $22.75 per share. The total value of the transaction, including payment for outstanding stock options, would be approximately $292 million. The boards of directors of both companies have approved the transaction. ITW has agreed to commence the tender offer by Sept. 18, 2006. The tender offer will be open for at least 20 business days during the initial tender period and may be extended under certain circumstances. The agreement also provides for the payment to ITW of a $10 million cash termination fee by Click Commerce upon the occurrence of certain specified events. The purchase of shares pursuant to the tender offer would be followed by a merger that would result in any nontendering stockholders of Click Commerce receiving the same $22.75 per share in cash in the merger as tendering stockholders receive pursuant to the tender offer. The closing of the transaction is subject to certain conditions, including the tender of at least a majority of Click Commerce's shares and regulatory approval. Closing is expected to take place in the 2006 fourth quarter. The foregoing discussion is qualified in its entirety by the definitive agreement between the parties, which will be filed shortly as an exhibit to a Click Commerce filing with the Securities and Exchange Commission.

"This is great news for our stockholders, customers and employees," said Michael W. Ferro, Jr., chairman and chief executive officer at Click Commerce. "Looking to the future, by joining with ITW, we will have access to the financial resources to accelerate our growth strategy and continue to provide industry-leading solutions to our customers."

"Click Commerce has built a strong and profitable business working with manufacturing and industrial companies; business segments that we know well," added David B. Speer, chairman and chief executive officer of ITW. "As a part of ITW, the company represents a platform for growth for us. It is well positioned to expand its value-added software solutions to deliver a range of solutions that solve the increasingly-complex problems of today's supply chains."

Dynamic, multi-enterprise supply chains require sophisticated solutions. Click Commerce on-demand supply chain solutions connect enterprises with their suppliers, partners, distributors, dealers and customers to coordinate and optimize business processes, accelerate revenue, lower costs, and improve customer service. These solutions are built upon a service-oriented architecture, which enables the delivery of tailored solutions without the cost, development, and time required for customization.

Morgan Stanley acted as exclusive financial advisor and McDermott Will & Emery LLP acted as legal counsel to Click Commerce, Inc. in connection with the transaction.

About ITW

ITW is a $12.8 billion in revenues diversified manufacturer of highly engineered components and industrial systems and consumables. ITW consists of approximately 700 business units in 48 countries and employs some 50,000 people

About Click Commerce

Click Commerce, Inc., a leading provider of on-demand supply chain management solutions, enables millions of users in 70 countries to collaborate, in real time, with business partners across the extended enterprise. Click Commerce solutions support the unique business processes of multiple industry segments such as manufacturing, aerospace and defense, and high-tech. Click Commerce enables corporations including Alaska Airlines, BASF, Citibank, Delphi, Eastman Kodak Company, Jabil Global Services, Lockheed Martin, Microsoft, Pier 1, Ryder, and Verizon to coordinate and optimize business processes, accelerate revenue, lower costs, and improve customer service

For More Information

Click Commerce:

John Tuhey,

(312) 377-3121,

john.tuhey@clickcommerce.com

Illinois Tool Works:

John Brooklier,

(847) 657-4104,

jbrooklier@itw.com

More from Materials

All Topics