Feb 4 (Reuters) - Ultimate Software Group Inc ULTI.O :
* ULTIMATE SOFTWARE ANNOUNCES AGREEMENT TO BE ACQUIRED BY AN INVESTOR GROUP LED BY HELLMAN & FRIEDMAN TO OPERATE AS A PRIVATELY HELD COMPANY
* ULTIMATE SOFTWARE GROUP INC - PROPOSED DEAL FOR $331.50 PER SHARE IN CASH
* ULTIMATE SOFTWARE GROUP INC - DEAL FOR APPROXIMATELY $11 BILLION
* ULTIMATE SOFTWARE GROUP INC - ULTIMATE WILL CONTINUE TO OPERATE UNDER LEADERSHIP OF CEO SCOTT SCHERR AND EXISTING SENIOR MANAGEMENT TEAM
* ULTIMATE SOFTWARE GROUP INC - WILL HAVE RIGHT TO TERMINATE MERGER AGREEMENT TO ACCEPT A SUPERIOR PROPOSAL
* ULTIMATE SOFTWARE GROUP INC - TRANSACTION INCLUDES A 50-DAY "GO-SHOP" PERIOD
* ULTIMATE SOFTWARE GROUP INC - ULTIMATE'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED TRANSACTION
* ULTIMATE SOFTWARE - COMPANY WILL BE OWNED BY AN INVESTOR GROUP, WHICH ALSO CONSISTS OF BLACKSTONE, CANADA PENSION PLAN INVESTMENT BOARD