Intergraph Announces Agreement to be Acquired by Hexagon AB

Intergraph announced that it will be acquired by Hexagon AB for an enterprise value of $2.125 billion.  Hexagon is a leading global provider of precision measurement technology systems.  Hexagon was founded in 1992, is headquartered in Stockholm, Sweden and is publicly traded on the Nordic exchange (ticker “HEXAB”) with a secondary listing on the Swiss Exchange (ticker “HEXN”).  The transaction combines a leading global measurement hardware company with a leading global process engineering and geospatial software company to create a unique and differentiated technology business in the marketplace.

Intergraph provides expertise and leadership for Hexagon’s growing software portfolio.  Upon the closing of the transaction, Intergraph will become a wholly-owned subsidiary of Hexagon.  We expect our business will continue to operate under the Intergraph name/branding and will become the core software growth platform for the Hexagon business.

What is the nature of Hexagon’s business?

Hexagon is a leading global provider of precision measurement technology systems for objects in one, two or three dimensions.  The measurement systems measure with great precision and rapidly provide access to large amounts of measurement data.  For the customer, this means greater efficiency and productivity, improved quality and significant material and cost savings in the production process.  From global mapping to precision measurements with nanometer accuracy, measurement technologies are used in application areas ranging from infrastructure and agriculture, to raw material extraction, manufacturing industries and medical technologies.

For more information, please visit www.hexagon.se.

How will Intergraph fit within the Hexagon portfolio?

Hexagon is a leading global provider of precision measurement technology systems with two primary core businesses (Geosystems and Metrology).  The transaction combines a leading global measurement hardware company with a leading global process engineering and geospatial software company to create a unique and differentiated technology business in the marketplace.  Hexagon operates through a number of strong brand portfolios that are well known within their respective industries.  Each brand represents a strong tradition in its geographical region and/or industry, which is why Hexagon uses different brands for different customer groups or in different markets. Intergraph has brand awareness and brand equity around the world and Hexagon plans to continue to invest in Intergraph as a marquee brand and unit.

Intergraph provides leading technical expertise and domain leadership for Hexagon’s growing software portfolio.  Upon the closing of the transaction, Intergraph will become a wholly-owned subsidiary of Hexagon.  We believe our business will continue to operate under the Intergraph name/branding and will become the core software growth platform for the Hexagon business.

Hexagon provides leading technology measurement systems that produce a tremendous amount of precise data (data inputs) in the form of digital sensors, etc.  Intergraph’s unique and differentiated software can act as the “presentation layer” to visualize this immense amount of critical and complex data to help create actionable intelligence for both organizations’ customers.

When will the deal be finalized?  

We anticipate that the transaction will close before the end of 2010.  This timing is subject/dependent on certain regulatory approvals and satisfaction of other customary conditions to closing.  Prior to closing, there will be no material changes to our daily operations/business.  It will be business as usual.

Over the next several months, we will be working through certain regulatory reviews and other customary conditions to closing.  Since Hexagon is headquartered outside of the United States, Hexagon plans to comply with US regulations and establish an independent subsidiary for Intergraph's federal and classified business, controlled by a U.S. approved special proxy board of outside directors controlling all operations of the business. The appointed directors are required to be independent of Intergraph and Hexagon with no prior affiliation to either party and must be approved by the Defense Security Service (DSS).These directors are all well known, very experienced people who have deep experience and relationships with the US Defense Department. We view these relationships will be helpful as we grow our business in the years ahead.