Agilysys (AGYS) Announces Special Meeting of Shareholders to Vote on Proposed Control Share Acquisition by MAK Capital

November 20, 2009 1:52 PM EST

Agilysys, Inc. (Nasdaq: AGYS) will hold a special meeting of shareholders on January 5, 2010 for the purpose of considering and voting on whether to authorize MAK Capital, its largest shareholder, to increase its ownership above 20% but not to exceed one-third, of the company's outstanding shares. The Acquiring Person Statement indicates that MAK Capital does not intend, either alone or in concert with any other person, to exercise control of the Company. The Agilysys Board of Directors has determined that it will make no recommendation either in favor of or against the proposed control share acquisition.

As announced earlier today, Agilysys received, under Section 1701.831 of the Ohio Revised Code, Ohio's "control share acquisition statute," an Acquiring Person Statement from MAK Capital Fund, LP and Paloma International L.P., notifying the company of their intent to increase their direct or indirect ownership of Agilysys' common shares above 20%, but not to exceed one-third.

MAK Capital One LLC is the investment manager of both MAK Capital Fund and Paloma International L.P., and is a private investment fund and the largest current shareholder of Agilysys. It currently owns 19.18% of the issued and outstanding shares of Agilysys common stock. R. Andrew Cueva, managing director of MAK Capital, has served on the Agilysys Board of Directors since June 2008.

Approval of the proposed control share acquisition requires both the affirmative vote of the holders of a majority of shares entitled to vote at the special meeting, and the affirmative vote of a majority of shares that are not "Interested Shares" as defined under Ohio law. "Interested Shares" include shares controlled by MAK Capital, shares owned by officers of Agilysys elected or appointed by the Board of Directors, and shares acquired during the period from November 20, 2009 to the record date.

After careful consideration, including a thorough review of the Ohio Control Share Acquisition Statute with Agilysys' independent financial and legal advisors and consultation with the company's management, and consistent with the recommendation of the Board's Nominating and Governance Committee, the Board of Directors has determined, as permitted under Ohio law, that it will take no position and make no recommendation either in favor of or against the proposed control share acquisition. Accordingly, the Board urges shareholders to carefully review the company's proxy materials that will be distributed in connection with the special meeting for a detailed explanation of the potential advantages and disadvantages of the proposed control share acquisition.

In connection with the proposed control share acquisition, Agilysys intends to file a proxy statement.

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