Mergers and Acquisitions

Roper Industries, Inc. (NYSE: ROP) today announced that it has signed a definitive agreement to acquire Verathon, Inc., a leading provider of proprietary medical devices. The Verathon Board of Directors has approved the transaction and the closing is subject to customary regulatory approvals and closing conditions, including shareholder approval. The parties expect the closing to be completed in early December.

Roper also announced it has acquired the assets of United Toll Services, LLC. Headquartered in Montgomery, Alabama, UTS provides software and in-lane hardware systems for toll and traffic solutions. With unique and patented technology, remote monitoring capabilities, new lane and camera configurations and system integration capabilities, UTS provides expanded hardware and software solutions for the toll industry.

The existing leadership teams of both businesses are expected to continue in place once the acquisitions are completed. The total investment for these transactions will be approximately $356 million. The company expects these two transactions will add more than $140 million to 2010 revenue with at least $38 million of EBITDA.

Applied Materials, Inc. (NASDAQ: AMAT) announced today that it has acquired substantially all the assets, including the intellectual property, of Advent Solar, Inc. for an undisclosed cash amount. Advent Solar is a developer of advanced technology for crystalline silicon (c-Si) PVs. This acquisition is expected to complement Applied's portfolio of solar PV technologies and enhance its leadership in the c-Si equipment market.

Advent Solar has pioneered several innovations for producing c-Si cells and modules, including technology for streamlining module assembly processes and advanced efficiency device architectures.

"We believe the acquisition of Advent Solar will increase our opportunities to provide innovative solutions for reducing module production costs," said Dr. Mark Pinto, chief technology officer and general manager of Applied's Energy and Environmental Solutions Group. "Combining Advent Solar's PV technology with Applied's expertise in automated wafering and cell production equipment, we expect to deliver systems that will enhance customers' c-Si roadmaps and accelerate the reduction in cost per watt of solar electricity."

After the close of this transaction, Advent Solar's assets will be integrated with Applied's Energy and Environmental Solutions Group.

CDC Software Corporation (NASDAQ: CDCS) today announced the acquisition of Activplant Corporation, a Canadian-based provider of manufacturing business intelligence solutions, that is expected to position CDC Factory as a market-leading solution in the packaged Manufacturing Operations Management (MOM) solutions space.

For more than a decade, Activplant solutions have promoted continuous improvement initiatives for the factory floor in discrete and process manufacturing. Activplant is a market leader in providing manufacturing business intelligence software for some of the world's leading Tier 1 automotive manufacturers, as well as food and beverage, forestry products and CPG companies. Their software is installed at more than 200 plants around the world. Its patented business intelligence software helps companies manage their operational performance by focusing on the key issues in their facilities, which ultimately affect cost, quality, and supply chain demand requirements. This acquisition is expected to generate new cross-selling opportunities for CDC Supply Chain in the Tier 1 automotive market, as well as expand CDC Software's manufacturing solutions' already significant footprint in the food and beverage and consumer packaged goods markets.

"We are excited to acquire this innovative developer of manufacturing intelligence solutions which is an ideal fit with our CDC Factory product line," said Bruce Cameron, president of CDC Software. "We expect this to be an accretive acquisition and fits within our strict valuation criteria. We believe Activplant will help CDC Software take a leadership role in the packaged MOM applications market. It also expands CDC Factory's already significant presence in the food and beverage and CPG markets, as well as help CDC Supply Chain solutions penetrate further in the Tier 1 automotive industry.

"With CDC Factory and Activplant's out-of the-box MOM functionality, manufacturers do not have to spend costly consulting fees to customize the software to fit their distinct business processes. With these CDC Software solutions, manufacturers can now focus their budget on implementing best practices and continuous improvement initiatives that will ultimately improve their profitability," Cameron added.

"CDC Software's acquisition strategy is a key part of the company's plan for growth and we believe our strategy is enabled by our global scalable business and technology platform that features an infrastructure of multiple complementary applications and services, domain expertise in vertical markets, cost effective product engineering centers in India and China and a worldwide network of direct sales and channel operations. We believe our global platform is a key reason why we have successfully integrated acquisitions that have resulted in a deeper and broader product portfolio, expanded geographic reach, and increased vertical expertise. "

This acquisition announcement marks the latest of several strategic initiatives undertaken by CDC Software. Last quarter, CDC Software completed the acquisition of WKD Solutions Ltd., a leading provider of supply chain event management solutions marketed under the brand Categoric. In addition, CDC Software recently announced plans to acquire two SaaS companies as part of its SaaS rollup strategy to expand in this growing market.

eBay Inc. (NASDAQ: EBAY) today announced that the investor group led by Silver Lake, which had previously entered into a definitive agreement to acquire a majority stake in Skype from the company, has reached a settlement agreement with Joltid Limited and Joost N.V. that gives Skype ownership over all software previously licensed from Joltid and ends all litigation currently pending against the investor group and eBay at the closing of the acquisition.

As part of the settlement agreement, Joltid and Skype founders Niklas Zennstrom and Janus Friis will join the investor group, contributing Joltid software and making a significant capital investment in exchange for a 14 percent stake in Skype. As a result, Silver Lake and other investors including Andreessen Horowitz and the Canada Pension Plan Investment Board, will together hold 56 percent of Skype and eBay will retain 30 percent. As previously announced, eBay will receive approximately $1.9 billion in cash upon the completion of the sale and a note from the buyer in the principal amount of $125 million. The deal, which values Skype at $2.75 billion and is not subject to a financing condition, is expected to close in the fourth quarter of 2009.

"Skype will be well positioned to move forward under new owners with ownership and control over its core technology," said eBay Inc. President and CEO John Donahoe. "At the same time, eBay continues to retain a significant stake in Skype and will benefit from its continued growth. We look forward to closing the deal and focusing on growing our core ecommerce and payments businesses."

Commenting on the agreement on behalf of the investor group, Silver Lake Managing Director Egon Durban said: "We are very pleased to have the litigation resolved. We remain confident in a great future for Skype, and we look forward to working with Niklas, Janus and the other investors as partners to help the company achieve its full potential."

The investor group will no longer include Index Ventures, which has withdrawn from participation. Commenting on its decision to withdraw, Danny Rimer of Index Ventures, said: "We are pleased that Skype will now be able to put litigation behind it, and we wish Josh Silverman, his team and the Skype investors well in continuing to grow a great business. Although Skype has the potential to be a great investment, the deal terms changed for Index such that it no longer matches our investment criteria and thus we have decided not to participate in the transaction."

IMS Health (NYSE: RX) entered into a definitive agreement to be acquired by investment funds managed by TPG Capital and the CPP Investment Board in a transaction with a total value of $5.2 billion, including the assumption of debt.

Under the agreement, IMS shareholders will receive $22.00 cash for each share of IMS common stock they own, representing a premium of approximately 50 percent over the closing share price on Friday, October 16, 2009, the last trading day prior to public speculation that IMS was considering its strategic alternatives.

Shares of RX closed at $16.81 yesterday.