Gensym Announces Agreement to Be Acquired by Privately Held Versata for $19.5M

Gensym Stockholders to Receive $2.35 per Share.

AUSTIN, Texas--Gensym Corporation (Pink Sheets: GNSM), a leading provider of rule engine software for mission-critical solutions, today announced that it has signed a definitive agreement to be acquired by Versata Enterprises, Inc., a privately-held leading provider of enterprise business solutions. Under the terms of the agreement, Gensym stockholders will receive $2.35 in cash for each share of Gensym common stock, representing an 11.9% premium over the closing price of Gensym’s stock on August 10, 2007 and a 56.6% premium over the closing price of Gensym’s stock on June 26, 2007, the last trading day before Gensym announced that it had retained a financial advisor and was in the process of reviewing its strategic alternatives.

The proposed transaction has been unanimously approved by Gensym’s board of directors. The transaction is expected to be completed in the fourth quarter of 2007, subject to various conditions, including approval by Gensym’s stockholders and other customary closing conditions. A special meeting of Gensym’s stockholders will be scheduled as soon as practicable following the preparation and filing of proxy materials with the Securities and Exchange Commission.

Versata Enterprises, Inc., a wholly-owned subsidiary of privately held Trilogy, Inc., based in Austin, TX, has announced that it intends to continue operating Gensym as a stand-alone corporation within its family of software businesses that already includes Versata Software, Inc., Versata, Inc. and Artemis International Solution Corporation.

“By joining the Versata family, we believe that Gensym will benefit from the leverage offered by a larger parent similarly focused on technology innovation,” said Robert Ashton, president and CEO of Gensym. “This acquisition is expected to enable a broader set of product and services offerings for our customers and to secure a continued focus on the substantial business benefits captured by customers who deploy Gensym’s business rule solutions. The board of directors believes this transaction is in the best interest of our stockholders.”

“Gensym’s history of innovation in the business rule space fits well with Versata’s strategy of lowering customers’ total cost of ownership with solutions that accelerate development, reduce ongoing maintenance, and drive business impact;” said Randy Jacops, CEO of Versata Enterprises. “Our customer success program compels us to align investments and priorities with our customers, a unique focus in the software industry intended to drive benefit to Gensym’s customers. We are excited by Gensym’s long-term relationships with customers and look forward to welcoming them to our customer success program.”
Nathaniel Palmer
Author: Nathaniel PalmerWebsite: http://bpm.com
VP and CTO
Rated as the #1 Most Influential Thought Leader in Business Process Management (BPM) by independent research, Nathaniel Palmer is recognized as one of the early originators of BPM, and has led the design for some of the industry’s largest-scale and most complex projects involving investments of $200 Million or more. Today he is the Editor-in-Chief of BPM.com, as well as the Executive Director of the Workflow Management Coalition, as well as VP and CTO of BPM, Inc. Previously he had been the BPM Practice Director of SRA International, and prior to that Director, Business Consulting for Perot Systems Corp, as well as spent over a decade with Delphi Group serving as VP and CTO. He frequently tops the lists of the most recognized names in his field, and was the first individual named as Laureate in Workflow. Nathaniel has authored or co-authored a dozen books on process innovation and business transformation, including “Intelligent BPM” (2013), “How Knowledge Workers Get Things Done” (2012), “Social BPM” (2011), “Mastering the Unpredictable” (2008) which reached #2 on the Amazon.com Best Seller’s List, “Excellence in Practice” (2007), “Encyclopedia of Database Systems” (2007) and “The X-Economy” (2001). He has been featured in numerous media ranging from Fortune to The New York Times to National Public Radio. Nathaniel holds a DISCO Secret Clearance as well as a Position of Trust with in the U.S. federal government.