FOR IMMEDIATE RELEASE PROS Announces Plans to
Acquire Cameleon Software, a Market Leading CPQ CompanyCombination will provide end-to-end sales effectiveness solution powered by data science. HOUSTON& TOULOUSE, FRANCE, October 24, 2013- PROS Holdings, Inc.(NYSE: PRO) and Cameleon Software(Paris: CAM) today 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 22(nd) and the 24(th) 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 diluted(2) 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."