Prophet 21's board of directors unanimously approved and adopted an agreement to merge with an entity formed by the equity firms Thoma Cressey Equity Partners Inc. and LLR Partners Inc. The merger agreement calls for all of the issued and outstanding shares of common stock and Prophet 21 money options to be acquired for cash in the amount of $16.30 per share. Prophet 21 management will continue to operate the business under its current name and operating structure.

The merger is expected to close in the first calendar quarter of 2003, subject to customary conditions, including approval by the company's stockholders. The company obtained commitment letters with respect to all necessary financing.