PE Firms Selling Intergraph for $2.13 Billion

Hexagon AB has agreed to acquire Intergraph, a provider of enterprise engineering software to the process, power and marine industries, for approximately $2.13 billion. Intergraph was taken private in 2006 by Hellman & Friedman, TPG Capital and JMI Equity.

PRESS RELEASE
Intergraph Corporation, a leading global provider of engineering and geospatial software, today announced that it has signed a definitive agreement to be acquired by Hexagon AB, a leading global measurement technology company, 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 & 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. This transaction 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.”

“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 Ola Rollén, CEO and President of Hexagon AB. “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 AB with K&L Gates LLP acting as legal advisor.

About Intergraph
Intergraph is the leading global provider of engineering, geospatial and security software that enables customers to visualize complex data. Businesses and governments in more than 60 countries rely on Intergraph’s industry-specific software to organize vast amounts of data into understandable visual representations and actionable intelligence. Intergraph’s software and services empower customers to build and operate more efficient plants and ships, create intelligent maps, and protect critical infrastructure and millions of people around the world.

Intergraph operates through two divisions: Process, Power & Marine (PP&M) and Security, Government & Infrastructure (SG&I). Intergraph PP&M provides enterprise engineering software for the design, construction and operation of plants, ships and offshore facilities. Intergraph SG&I provides geospatially-powered solutions to the defense and intelligence, public safety and security, government, transportation, photogrammetry, utilities, and communications industries. For more information, visit www.intergraph.com.

About Hellman & Friedman
Hellman & Friedman LLC is a leading private equity investment firm with offices in San Francisco, New York and London. Since its founding in 1984, Hellman & Friedman has raised over $25 billion of committed capital. The Firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including software, business & marketing services, internet & digital media, financial services, insurance, media, healthcare, and energy & industrials. Representative investments in the software sector include Activant Solutions, Inc., Datatel Corporation, IRIS Software Group, Kronos Incorporated, SSP Holdings plc, and Vertafore Incorporated. For more information on Hellman & Friedman, visit www.hf.com.

About TPG Capital
TPG Capital is the global buyout group of TPG, a leading private investment firm founded in 1992, with $48 billion of assets under management and offices in San Francisco, Beijing, Fort Worth, Hong Kong, London, Luxembourg, Melbourne, Moscow, Mumbai, New York, Paris, Shanghai, Singapore and Tokyo. TPG Capital has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, growth investments, joint ventures and restructurings. TPG seeks to invest in world-class franchises across a range of industries, including significant technology investments such as Alltel, Aptina, Avaya, Fidelity National Information Services, Freescale, IMS Health, Lenovo, MEMC, ON Semiconductor, Sabre Holdings, Seagate and SunGard, among others.

About JMI Equity

JMI Equity is a private equity firm focused on investing in growing software, internet and business services companies. Founded in 1992, JMI has invested in 97 leading businesses in its target markets and has approximately $1.3 billion of committed capital under management. JMI provides capital for growth, recapitalizations, acquisitions and buyouts. Representative investments include Blackbaud, DoubleClick, Eloqua and Service-now.com. For more information on JMI, visit http://www.jmiequity.com.

About Hexagon AB

Hexagon AB is a global measurement technologies company with strong market positions. Hexagon’s mission is to develop and market leading technologies and services to measure in one, two or three dimensions, to position and update objects and to time processes. The group has about 7,500 employees in 39 countries and net sales of about 12,000 MSEK. Read more at www.hexagon.se.

Intergraph and the Intergraph logo are trademarks or registered trademarks of Intergraph Corporation or its subsidiaries in the U.S. and other countries. All other trade names are trademarks or registered trademarks of their respective holders.