Intergraph Buyout

Intergraph Corporation (INGR)
$1.3B Buyout

Summary

Buyout by Hellman & Friedman and Texas Pacific Group

$44 per INGR share: $1.3B total

Background to the Merger

Announced 8.31.06

Closed 11.29.06

Advisors

Financial

INGR : Goldman Sachs
Sponsors: Morgan Stanley

Legal

INGR : Bass Berry & Sims
Sponsors: Simpson Thacher

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Merger

1.1 The Merger; Effects of the Merger
1.2 Closing
1.3 Effective Time
1.4 Directors and Officers of the Surviving Corporation

Article II Conversion of Securities

2.1 Conversion of Capital Stock
2.2 Dissenting Shares
2.3 Options and Other Equity Plans
2.4 Exchange of Certificates
2.5 Withholding
2.6 Transfer Taxes

Article III Company Reps

3.1 Organization and Qualification
3.2 Authority
3.3 Capitalization

3.4 Company Subsidiaries
3.5 SEC Filings; Financials; Undisclosed Liabilities
3.6 Absence of Certain Changes or Events

3.7 Compliance with Laws
3.8 Claims, Actions and Proceedings
3.9 Contracts and Other Agreements

3.10 Intellectual Property
3.11 Real Property; Title to Assets
3.12 Insurance
3.13 Tax Matters
3.14 Employee Benefit Plans
3.15 Labor and Employee Matters

3.16 Environmental Matters
3.17 No Breach
3.18 Board Approvals; Anti-Takeover; Vote Required
3.19 Financial Advisor
3.20 Information in the Proxy Statement
3.21 Affiliate Transactions
3.22 No Other Representations or Warranties

Article IV Parent Reps

4.1 Organization
4.2 Authority to Execute and Perform Agreement
4.3 No Conflict; Required Filings and Consents

4.4 Information in the Proxy Statement
4.5 Litigation
4.6 Financing
4.7 Guarantee
4.8 Parent and Merger Sub
4.9 Brokers
4.10 No Other Representations or Warranties

Article V Covenants

5.1 Conduct of Business
5.2 No Solicitation
5.3 Employee Matters

Article VI Additional Agreements

6.1 Proxy Statement
6.2 Company Stockholders Meeting
6.3 Access to Information, Confidentiality
6.4 Regulatory Filings; Reasonable Efforts
6.5 Directors and Officers Indemnification and Insurance
6.6 Director Resignations
6.7 Conduct Pending the Merger
6.8 Financing
6.9 Public Disclosure
6.10 Notification of Certain Matters

Article VII Closing Conditions

7.1 Each Party
7.2 Parent and Sub
7.3 Company

Article VIII Termination, Amendment and Waiver

8.1 Termination
8.2 Effect of Termination
8.3 Fees and Expenses
8.4 Amendment
8.5 Waiver

Article IX Miscellaneous

9.1 Entire Agreement
9.2 No Survival
9.3 Parent Guarantee

9.4 Notices
9.5 No Assignment; No Third-Party Beneficiaries
9.6 Severability

9.7 Governing Law
9.8 Submission to Jurisdiction; Waiver
9.9 Specific Enforcement; Remedies

9.10 Interpretation
9.11 No Waiver of Rights
9.12 Counterparts; Facsimile Signatures
Annex A - Index of Defined Terms

Other Agreements

Rights plan amendment

Proxy Solicitation

Definitive proxy statement 10.19.06

Table of contents

Preliminary proxy statement 9.22.06

Table of contents

Deal Protection

No shop covenant

Merger agreement §5.2
Proxy statement disclosure

Break-up fee

$7mm, plus out-of-pocket expenses
Agreement §8.2
Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §6.4
Proxy statement disclosure

Fairness Opinion

Goldman Sachs fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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