EXHIBIT 99.1
Xxxxxxx X. Xxxxxxx
Indus International, Inc. (IINT)
July 31, 2003
Note (1): Pursuant to a Purchase Agreement, dated as of February 12, 2003, by
and among Indus International, Inc. (the "Company"), Warburg, Xxxxxx
Investors, L.P. ("WPI") and the other purchasers named therein (the
"Financing Purchase Agreement"), WPI purchased 72,666 shares of the
Company's common stock, $0.001 par value (the "Common Stock"), at a
price of $1.50 per share and a Convertible Promissory Note of the
Company, dated March 5, 2003, in the aggregate principal amount of
$4,891,001.00 at face value (the "Note", and together with the 72,666
shares of Common Stock, the "Securities"), with the purchase price
paid in cash on February 13, 2003 into an escrow account. On March 5,
2003, the Company satisfied all of its closing conditions required to
be performed by it under the Financing Purchase Agreement and the
purchase price was released to the Company from the escrow account
(the "Closing"). On July 29, 2003, the Company's stockholders voted in
favor of the proposed issuance of Common Stock issuable upon
conversion of the Note. Consequently, the Note with a then outstanding
balance of $4,948,889.01 ($4,891,001.00 in principal and $57,888.01 in
accrued but unpaid interest) was automatically converted into
3,299,259 shares of Common Stock (3,260,667 shares in respect of the
outstanding principal amount and 38,592 shares in respect of accrued
but unpaid interest) based on a conversion price of $1.50 (the
"Conversion Price"). The total amount of funds required to purchase
the Securities at the Closing by WPI pursuant to the Financing
Purchase Agreement was $5,000,000 and was furnished from the working
capital of WPI.
Warburg Pincus LLC, a New York limited liability company ("WP LLC"),
manages WPI. Warburg Pincus & Co., a New York general partnership
("WP") is the sole general partner of WPI. The members of WP LLC are
substantially the same as the partners of WP. All of the Securities
are owned directly by WPI and are included because of Xx. Xxxxxxx'x
affiliation with WPI. Xx. Xxxxxxx, who is a director of the Company,
is a Vice Chairman of WP LLC and a General Partner of WP. As such, Xx.
Xxxxxxx may be deemed to have an indirect pecuniary interest within
the meaning of Section 16a-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), in an indeterminate portion of
the Securities beneficially owned by WPI. Xx. Xxxxxxx disclaims
"beneficial ownership" of the Securities within the meaning of Rule
13d-3 under the Exchange Act.
Note (2): Pursuant to the Agreement and Plan of Merger and Reorganization
between the Company, Indus Group and TSW dated as of June 5, 1997, and
as amended on July 21, 1997, WPI's warrants to purchase an aggregate
of 1,354,000 shares of TSW Common Stock were exchanged for warrants to
purchase an aggregate of 3,702,877 shares of the Company's Common
Stock. Due to the antidilution protection provisions in these
warrants, after giving effect to the transactions consummated pursuant
to by the Financing Purchase Agreement, WPI held warrants to purchase
an aggregate of 357,469 shares of the Company's Common Stock at an
exercise price of $2.38.
Note (3): The options vest as follows: 25% of the shares subject to such options
become exercisable on each anniversary of the date of grant.
