Unit 4 Agresso and CODA are pleased to announce that they have reached agreement on the terms of a recommended cash offer (the "Offer") for CODA by Agresso, at a price of 205 pence per CODA Share, valuing the fully diluted ordinary share capital of CODA at approximately £158m (€213m – EUR:GBP exchange rate of 1.35).
The price of 205 pence for each CODA Share represents a premium of approximately:
(i) 20.2 per cent to the closing price of 170.5 pence per CODA Share on
11 January 2008, being the last business day prior to the
commencement of the Offer period;
(ii) 20.7 per cent to the average closing price of approximately 169.9
pence per CODA Share for one month prior to 11 January 2008, being
the last business day prior to the commencement of the Offer period;
(iii) 21.0 per cent to the average closing price of approximately 169.4
pence per CODA Share for three months prior to 11 January 2008, being
the last business day prior to the commencement of the Offer period;
and
(iv) 40.4 per cent to the closing price of 146.0 pence per CODA Share
on 26 September 2006, being the first day of trading of CODA after its
admission to AIM.

The Unit 4 Agresso Directors believe that combining the two businesses has a strong strategic rationale and provides the opportunity for Unit 4 Agresso and CODA to create a leading pan-European mid-market enterprise resource planning (“ERP”) software solutions provider. The enlarged group will be a leading player in the UK, Benelux, Spain and the Nordic regions, with stronger market positions in the French, German and US markets. Furthermore, CODA will provide Unit 4 Agresso access to the emerging and fast-growing Central and Eastern European markets and the Asia Pacific region. Unit 4 Agresso further believes that there are cross-selling opportunities across specific verticals
and geographies.
The CODA Directors recommend unanimously that CODA Shareholders accept the Offer as they and their Connected Persons have irrevocably undertaken to do (or procure to be done) in respect of their entire beneficial holdings of CODA Shares which, together with the beneficial holdings of their Connected Persons, amount to in aggregate 5,108,175

CODA Shares representing approximately 6.6 per cent of CODA’s existing issued ordinary share capital. These undertakings remain binding in the event of a competing offer being made for CODA unless the Offer lapses or is withdrawn.
Agresso has received, in aggregate, undertakings to:
(a) accept, or procure the acceptance of the Offer, in respect of 34,513,586 CODA Shares, representing approximately 44.8 per cent of CODA’s existing issued share capital; and
(b) request the trustees of CODA Share Schemes under which certain CODA Directors have an interest in 4,465,957 CODA Shares, representing, in aggregate, an additional 5.8 per cent of CODA’s existing issued ordinary share capital, to accept the Offer in respect of those CODA Shares.
Commenting on the Offer, Chris Ouwinga, Chief Executive of Unit 4 Agresso, said:
“The combination of Unit 4 Agresso and CODA is expected to be beneficial to
our customers, employees and shareholders. The enlarged business will have
the scale and product offering to compete more effectively in our target
markets, both in Europe and in other regions. We believe that there are crossselling opportunities to both the CODA and Unit 4 Agresso customer base
across specific verticals and geographies.
CODA is a growing and successful business and has a highly regarded product
offering in the form of a best-of-class financial management system, recently
enhanced by Neon, the latest product suite launched by CODA. We are
committed to supporting CODA’s customers and product offerings into the
future.
We very much look forward to working with CODA’s management team to
further expand the combined business.”
Commenting on the Offer, Graham Steinsberg, Executive Chairman of CODA, said:
“Since the acquisition of the CODA business by Science Systems plc in 2000,
the CODA business has seen continued improvements in both revenues and
profitability, and expansion in both product range and geographical reach.
Thanks to the hard work and dedication of management and employees CODA
is now one of the UK’s leading financial accounting software companies with
over 570 staff in 14 countries and the CODA Group’s award winning products
are used by more than 2,500 customers worldwide.
The offer by Agresso represents a fair and reasonable price for CODA
shareholders and we believe it should provide additional opportunities for
employees within an enlarged organization. A CODA and Unit 4 Agresso
combination would create one of Europe's top ten business software vendors
which, based on 2006 published figures, would have a turnover in excess of
€300m and operations in nineteen countries. We believe that the combined
group would be able to compete more effectively in its target markets and
that this combination would mark the start of an exciting new era for
customers and staff alike.”

A press and analysts meeting will be held TODAY at 11.00 a.m. CET, at Hilton
Amsterdam, Apollolaan 138, 1077 BG Amsterdam (Ball Room C). Unit 4 Agresso will host a live audio webcast via http://www.unit4agresso.com with online presentation slides to explain the Offer. A replay of the audio webcast will be available at the same website shortly after the presentation and will remain available for a few months.