Open Solutions Inc. Announces Agreement to Be Acquired by The Carlyle Group and Providence Equity Partners

Business Wire, Oct 16, 2006

Open Solutions Stockholders to receive $38.00 per Share;

Transaction Valued at over $1.3 Billion

GLASTONBURY, Conn. -- Open Solutions Inc.[R] (NASDAQ:OPEN), The Carlyle Group and Providence Equity Partners jointly announced today that they have signed a definitive agreement under which The Carlyle Group and Providence Equity Partners will acquire Open Solutions in a transaction valued at over $1.3 billion. Open Solutions is a provider of integrated enabling technologies for financial institutions in the United States, Canada and other international markets.

Under terms of the agreement, The Carlyle Group and Providence Equity Partners will acquire all of Open Solutions' outstanding shares of common stock. Open Solutions' stockholders will receive $38.00 in cash for each share of Open Solutions common stock, representing an approximately 32 percent premium over the average closing price of Open Solutions' stock for the last thirty trading days. The enterprise value of the transaction, including assumption of debt, is more than $1.3 billion. As a result of this acquisition, Open Solutions' convertible notes will become convertible into the merger consideration payable to their underlying shares of common stock and Open Solutions' other currently outstanding indebtedness will be retired.

"This is yet another exciting chapter for Open Solutions as we continue our efforts to revolutionize the financial services sector," said Louis Hernandez, Jr., Open Solutions Chairman and CEO. "With this announced transaction we fulfill our desire to deliver an excellent value for our stockholders and at the same time ready Open Solutions to enter the next stage in our history of continually striving to provide innovative and enabling technology solutions and services to our clients and the marketplace. We are pleased to be partnering with two industry leading firms in The Carlyle Group and Providence Equity Partners, and we look forward to working with them to further serve our clients and the industry and build on the success of our company."

Bud Watts, Managing Director of The Carlyle Group, stated, "Louis Hernandez and the talented employees of Open Solutions have built a remarkable company with best-in-class technology and an impressive client list. Both Providence and Carlyle bring substantial financial resources to Open Solutions, and in partnership with Louis and his team, we intend to support the continued growth and expansion of Open Solutions with aggressive investment in internal R&D, customer service, and complementary acquisitions."

"Since its founding in 1992, Open Solutions has utilized its unique, best-in-class core processing technology to become a premier provider of information services to the financial community," said Julie Richardson, Managing Director at Providence Equity Partners. "We look forward to partnering with Louis and his team and The Carlyle Group to support Open Solutions' growth as a private company and the expansion of its leadership as a critical technology provider to the financial services industry."

Open Solutions' board of directors and a special committee of the board comprised solely of disinterested directors have unanimously approved the transaction and recommended to Open Solutions' stockholders that they adopt the merger agreement and approve the merger. The transaction is expected to be completed during the first quarter of 2007 and is subject to various conditions, including approval by the stockholders of Open Solutions, the expiration of the applicable waiting period under the Hart-Scott-Rodino Act, the absence of the occurrence of a material adverse effect on Open Solutions and other customary closing conditions. The transaction is not subject to a financing condition. A special meeting of Open Solutions' stockholders will be scheduled as soon as practicable following the preparation and filing of definitive proxy materials with the Securities and Exchange Commission.

The acquisition will be financed through a combination of equity contributed by investment funds affiliated with The Carlyle Group and Providence Equity Partners and debt financing provided by affiliates of Wachovia, JPMorgan, and Merrill Lynch & Co.

Wachovia Securities acted as financial advisor to Open Solutions. Simpson, Thacher & Bartlett LLP acted as legal advisor to Open Solutions. SunTrust Robinson Humphrey acted as financial advisor to the special committee of the board of directors of Open Solutions and provided the committee with a fairness opinion in connection with the transaction. Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor to the special committee of the board of directors of Open Solutions. Merrill Lynch & Co. acted as financial advisor to The Carlyle Group and Providence Equity Partners. Latham & Watkins LLP and Weil, Gotshal & Manges LLP acted as legal advisors to The Carlyle Group and Providence Equity Partners.

About The Carlyle Group

The Carlyle Group is a global private equity firm with $44.3 billion under management. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Asia, Europe and North America, focusing on aerospace & defense, automotive & transportation, business services, consumer & retail, energy & power, healthcare, industrial, technology and telecommunications & media. Since 1987, the firm has invested $22.4 billion of equity in 528 transactions for a total purchase price of $94.6 billion. The Carlyle Group employs more than 670 people in 16 countries. In the aggregate, Carlyle portfolio companies have more than $68 billion in revenue and employ more than 300,000 people around the world. www.carlyle.com.