Parallax Capital Partners and Golden Gate Capital Acquire Application Software Provider Brain, Ag

IRVINE, CA – Nov. 28, 2002: Parallax Capital Partners and Golden Gate Capital 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. Brain was acquired through Agilisys International, a Parallax and Golden Gate portfolio company.

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.

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 over $700mm in investment capital, 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 the investors
Golden Gate Capital (http://www.goldengatecap.com) 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, including leveraged buyouts, and recapitalizations, corporate divestitures and spin-offs, build-ups and venture-stage investing.

Parallax Capital Partners, LLC, based in Irvine, CA, is a private operating company that dedicates its resources to acquiring and managing technology-related businesses. Parallax focuses on middle-market companies that generate revenues of $10 to $250 million. To assist its operating companies in building long-term value, Parallax has established an extensive operational infrastructure, which includes accounting and finance, worldwide sales and marketing, research and development, customer support and human resources. These resources give Parallax the ability to acquire and transition whole companies, business units, product lines and technology. 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 http://www.parallaxcap.com.

About Agilisys
Agilisys is a global provider of business solutions to the manufacturing and distribution industries. The Agilisys solutions are best-in-class, industry-specific solutions that provide collaborative supply chain planning, Internet commerce, relationship management, and ERP capabilities to serve select industries: food and beverage, chemical, pharmaceutical, consumer packaged goods, biotechnology, automotive and related industries. The advantage of the Agilisys solutions comes from its selected industry focus and flexibility in tailoring the solution to a client’s specific business or supply chain needs. Agilisys provides business solutions to some of the world’s most well known and respected companies and brands, including Cargill, Unilever, Heinz, Heineken, Godiva, Organon, Valvoline, ICI, Glaxo SmithKline and Bristol Myers Squibb. For more information, visithttp://www.agilisys.com.

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