Geac Sends Following Letter To Shareholders Announcing Agreement for Golden Gate to Acquire Company
07 Novembre 2005 - 7:48PM
PR Newswire (US)
MARKHAM, ON, Nov. 7 /PRNewswire-FirstCall/ -- November 7, 2005 Dear
Fellow Shareholder: We are writing to inform you that today Geac's
Board of Directors reached an agreement with Golden Gate Capital
for the acquisition by way of a plan of arrangement of all of
Geac's shares in an all-cash transaction valued at US$11.10 per
share (which, based on Friday's Bank of Canada exchange rate, was
CDN$13.11). This represents a 27% premium to Geac's closing stock
price on Friday, November 4, 2005 and is equivalent to 1.86x
trailing 12-month revenue. This transaction is the culmination of a
detailed strategic review undertaken by your Board. As you may
know, for more than ten months Geac has been working with our
financial advisor Bear, Stearns & Co., Inc., to explore
strategic and financial alternatives in order to maximize value for
our shareholders. We examined acquisitions to grow the business and
generate shareholder value, as well as options for selling the
Company to deliver an immediate premium to shareholders. While we
identified some potential acquisitions, we walked away from them
because of valuation concerns. As a part of this review, the
Company also responded to several inquiries from potential
purchasers of Geac and conducted a thorough financial and legal
review with a number of interested parties. The transaction with
Golden Gate, in the Board's view, represents the best value for
shareholders and the best future opportunities for our employees,
our customers and our products. Golden Gate, a private equity firm,
seeks to integrate technology companies that can grow significantly
faster together than they could on their own. Its goal is to
combine comprehensive enterprise software with best-of-breed market
expertise to create a new class of "superbreed" software. It's a
strategy that is working and is the primary reason why Golden Gate
sought out Geac. Our Board and management have always been
committed to delivering value for our shareholders, and we believe
our actions over the past five years are illustrative of this. For
shareholders, we have achieved an offered price of US$11.10, a per
share value we have not approached in more than five years and a
38.7% premium to enterprise value. The Golden Gate offer has
received unanimous approval from the Independent Committee of our
Board and the Board of Directors itself. In addition to the
assistance of Bear, Stearns & Co. Inc., the Independent
Committee also received a fairness opinion from CIBC World Markets.
Our Board unanimously believes that the Golden Gate's offer
presents you, our shareholders, with the best method for maximizing
your investment with the least amount of risk. A circular with
respect to the Special Meeting to consider approval of the plan of
arrangement, which will include particulars regarding voting, will
follow at a later date. We thank you for your continuing support.
Sincerely, Charles S. Jones President and Chief Executive Officer
DATASOURCE: Geac Computer Corporation Limited CONTACT: Geac
Investor and Media Contact: Alys Scott, Vice President, Corporate
Communications, Geac, (781) 672-5980,
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