PROS Holdings Controls 83.4 % of Cameleon Software Shares

Great success of initial tender offer

HOUSTON & TOULOUSE, FRANCE, January 8, 2014 - PROS Holdings, Inc. (NYSE: PRO) and Cameleon Software (Euronext: CAM - ISIN: FR0000074247), a leading provider of multi-channel and multi-device product configurator, quote, and proposal software, today announced that PROS friendly tender offer for Cameleon Software is successful based on the results published by the French "Autorités des Marchés Financiers" (AMF) on January 2, 2014.

PROS now holds more than 9 million shares and 2 million warrants. Given the liquidity commitments from Cameleon's management on their free shares, PROS controls a total of 83.4 % of Cameleon's capital1 and 94.0% of Cameleon's warrants outstanding.

These results greatly exceed the minimum offer ownership threshold condition of at least 65% of Cameleon's capital on an undiluted basis.  In accordance with Article 232-4 of the General Regulation, the offer will be reopened for a period of 10 trading days, from January 8 to January 21, 2014.

Cameleon shareholders who have not tendered during the initial tender offer period, but do so during the subsequent offering period, will still receive the existing offer price of € 2.05 per share and € 1.33 per warrants, but also benefit from the price complement of € 0.15 in cash per share and warrants, payable in case PROS holds more than 95% of the diluted voting rights2 by 31 December 2014.

The tender offer prospectus (note d'information) cleared by the AMF is available for consultation on the website of the AMF (www.amf-france.org).

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1Based on a total of 550,000 shares under liquidity agreement, and the number of outstanding shares excluding treasury shares

2Diluted from all warrants and stock options, excluding free shares and it being understood that treasury shares shall be deemed held by PROS Holdings

Press release of January 8, 2014

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