Intergraph agrees to acquisition

HUNTSVILLE, ALA. — Intergraph Corp. has announced it has signed a definitive agreement to be acquired by Hexagon AB in a transaction valued at approximately $2.125 billion.

Upon closing of the transaction, Intergraph will operate as a separate Hexagon division under the Intergraph name and branding. Intergraph will become Hexagon’s core software platform and will continue to provide differentiated and vertically-focused software solutions to its core industries.

Intergraph software will also be integrated into Hexagon’s existing measurement and precision technology system markets to provide a visual presentation layer for the management, analysis and sharing of the vast amounts of critical data produced by these products.

“Intergraph remains deeply committed to our customers and markets in which we serve and are pleased to join the Hexagon Group. We believe the significant global resources and technologies of Hexagon will allow us to further invest in our customers, software solutions, people and future,” said R. Halsey Wise, Intergraph chairman, president and CEO. “This transaction is a tribute to the more than 4,000 Intergraph employees worldwide whose determination and dedication to our modern growth mission and to our customers have made our business and operational success possible. It also is an acknowledgement of the success of our multi-year “Now” – “Next” – “After-Next” transformation plan and represents an endorsement of the strength of our future growth opportunities.”

Ola Rollén, CEO and president of Hexagon AB added: "The acquisition of Intergraph to become Hexagon’s core software platform provides excellent growth prospects and synergies within our portfolio of measurement technologies and is fundamental to our company’s growth strategy,” said Rollén. “We believe Intergraph will significantly expand our addressable market opportunity, creating additional shareholder and customer value through the addition of a well-known and complementary software company.”

In 2006, Intergraph was acquired by an investor group led by Hellman & Friedman LLC, TPG Capital and JMI Equity. The investor group stated: "We are pleased to have worked with Intergraph’s talented management team and dedicated employees as they have continued the company’s transformation mission, delivering strong operational performance and extending the company’s market leadership.”

Pending regulatory approvals, as well as satisfaction of other customary closing conditions, the transaction is expected to be completed in the third or fourth quarter of 2010.

Goldman Sachs & Co. is acting as financial advisor to Intergraph with Simpson Thacher & Bartlett LLP and Bass, Berry & Sims PLC acting as legal advisors. Morgan Stanley is acting as financial advisor to Hexagon with K&L Gates LLP acting as legal advisor.

For more information, please visit www.intergraph.com.