AGILYSYS INC AGYS

election_required = True...Shares, will I be subject to proration? • If you own beneficially or of record fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the purchase price and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure. See Section 1. 6 Table of Contents Once I have tendered Shares in the Tender Offer, can I withdraw my tender? • Yes. You may withdraw any Shares you have tendered at any time before 5:00 p.m.,...

expiry = 2007-09-19...res (including the Associated Common Share Purchase Rights) at a Purchase Price Not Greater Than $18.50 nor Less Than $16.25 Per Common Share THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON SEPTEMBER 19, 2007, UNLESS THE TENDER OFFER IS EXTENDED. Agilysys, Inc., an Ohio corporation (the “Company,” “we, “ or “us”), is offering to purchase up to 6,000,000 of its common shares, without par value (the “Shares”), at a price not greater than $18.50 n...

listed = True...red) at any time prior to the Expiration Time shall not be affected by any subsequent event regardless of whether such subsequent event would have otherwise resulted in the event having been “cured” or ceasing to exist. 8. Price Range of the Shares The Shares are traded on NASDAQ under the symbol “AGYS”. The following table sets forth, for each of the periods indicated, the high and low sales prices per Share as reported by NASDAQ based on published financial sources and the dividends paid per Share. High Low Dividend Fiscal 2006 First Quarter $ 20.06 $ 13.05 $ 0.03 Second Quarter $ 19.50 $ 15.49 $ 0.03 Third Quarter $ 19.30 $ 14....

mechanism = DUTCH...he Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank. What will be the purchase price for the Shares and what will be the form of payment? • We are conducting the Tender Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The lowest price that may be specified is $16.25. The prices that may be specified increase in increments of $0.25 up to $18.50, the highest price that may be specified. The price range for the Tender Offer i...

must_tender_all = True...ct to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase Shares as follows: • first, all “odd lots” of less than 100 Shares from holders who properly tender all of their Shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time; • second, from all other shareholders who properly tender Shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time, on a pro rata basi...

price = USD 16.25-18.5...ares. The lowest price that may be specified is $16.25. The prices that may be specified increase in increments of $0.25 up to $18.50, the highest price that may be specified. The price range for the Tender Offer is $16.25 to $18.50 per Share. After the Tender Offer expires, we will look at the prices chosen by shareholders for all of the Shares properly tendered and not properly withdrawn. We will then select the lowest purchase price that will al...

threshold = 100...es at or below the purchase price we determine. Odd Lots. The term “odd lots” means all Shares properly tendered prior to the Expiration Time at prices at or below the purchase price determined in the Tender Offer and not properly withdrawn by any person (an “Odd Lot Holder”) who owns beneficially or of record fewer than 100 Shares in the aggregate and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this priority, an Odd Lot Holder must tender all Shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for paymen...

txn_type = TENDER_OFFEREX-99.A.1.I 2 l27472aexv99waw1wi.htm EXHIBIT (A)(1)(I) exv99waw1wi Table of Contents Exhibit (a)(1)(i) OFFER TO PURCHASE AGILYSYS, INC. Offer to Purchase for Cash Up to 6,000,000 of its Common Shares (including the Associated Common Share Purchase Rights) at a Purchase Price Not Greater Than $18.50 nor Less Than $16.25 Per Common Share THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON SEPTEMBER 19, 2007, U...