updated 8/8/2006 11:40:57 AM ET 2006-08-08T15:40:57

Reynolds & Reynolds Co., provider of back-office business software, said Tuesday it will be bought by privately held Universal Computer Systems Inc. in a $2.8 billion deal, including debt assumption, that creates one of the largest providers of computer services to automobile dealerships.

Universal, which specializes in software development used by car dealers, will pay Reynolds holders $40 per share. That represents a 14 percent premium over the stock's Monday closing price of $35.08.

The new company will be called Reynolds and Reynolds and be based in Dayton, Ohio. Reynolds, the older of the two companies, provides standardized business solutions for things like dealership accounting and payroll. The Universal brand will be discontinued.

The deal needs the approval of Reynolds shareholders and regulators. Reynolds expects to hold a shareholder meeting in the fourth quarter to vote on the proposal.

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