Sopra Group Announces a Plan of Merger, via its Subsidiary Axway, with Tumbleweed Communications
06 Giugno 2008 - 7:00AM
Business Wire
Regulatory News: Sopra�Group (Euronext Paris: SOP) and Tumbleweed
Communications (Nasdaq: TMWD) today announced a plan of merger in
which Sopra Group, via its subsidiary Axway, would acquire all the
outstanding Tumbleweed stock in cash at $2.70 per share. The
proposed transaction is subject to customary closing conditions
including regulatory and Tumbleweed stockholder approvals, and is
expected to close in the third calendar quarter of 2008.
Tumbleweed�s operations will then be combined with those of Axway.
Together, Axway and Tumbleweed will offer integrated collaborative
business solutions to more than 11,000 customers globally.
Tumbleweed provides Secure Content Delivery Solutions to more than
3,300 customers in various industries including financial services,
healthcare and government. Tumbleweed reported revenue of $57
million (approximately �38 million) in fiscal 2007. Sopra Group
intends to merge the businesses of Tumbleweed with those of its
subsidiary, Axway, a leading global provider of collaborative
business solutions which reported fiscal 2007 revenue of �145
million ($218 million) and a 10% EBIT margin. Sopra Group expects
this transaction to be accretive. In 2009, the combined entity of
Axway and Tumbleweed expects to generate revenue of around �230
million with an operating margin between 12-15%. The CEO of Axway,
Christophe Fabre, and the CEO of Tumbleweed, Jim Scullion, share a
common vision about the market and the solutions required to drive
it. According to Scullion, �Tumbleweed is a natural fit with Axway.
We are confident that the combined product offering will benefit
customers from both companies and increase long-term growth
prospects.� Fabre adds, �The combined entity is expected to more
than double Axway�s North American revenue. In addition, our
respective customers will have access to a highly attractive set of
products, solutions and services.� The proposed transaction has
been approved by Sopra Group�s Board of Directors. Tumbleweed�s
Board of Directors also approved the transaction and will recommend
that its shareholders accept the offer. The transaction is subject
to regulatory approvals and other customary closing conditions and
is expected to close in the third quarter of 2008. Sopra Group
expects to fund the transaction through its existing lines of
credit. Given the complementary nature of Axway�s and Tumbleweed�s
businesses, Sopra Group expects to recognize synergies through both
revenue growth and cost savings. International Conference / Webcast
Information An informational meeting conducted by the management
teams to discuss the proposed transaction will take place today at
10:30 a.m. CET and will be held in the Sopra Group head office
located at 9 bis, rue de Presbourg, 75116 Paris. This meeting,
which will be held in French, is open to all interested parties. A
replay of the meeting, as well as an English translation, will be
available at www.finance.sopragroup.com and www.tumbleweed.com for
those unable to attend the live session. Additional Information and
where to find it This communication may be deemed to be
solicitation material in respect of the proposed merger of
Tumbleweed by Sopra Group and Axway. In connection with the
proposed merger, Axway and Tumbleweed intend to file relevant
materials with the SEC, including Tumbleweed's proxy statement on
Schedule 14A. STOCKHOLDERS OF TUMBLEWEED ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING TUMBLEWEED�S PROXY
STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders will be
able to obtain the documents free of charge at the SEC�s web site,
http://www.sec.gov, and Tumbleweed stockholders will receive
information at an appropriate time on how to obtain
transaction-related documents for free from Tumbleweed. Such
documents are not currently available. Participants in Solicitation
The directors of Sopra Group, Axway, and Tumbleweed, may be deemed
to be participants in the solicitation of proxies from the holders
of Tumbleweed common stock in respect of the proposed transaction.
Information about the directors of Sopra Group is set forth in the
2007 Reference Document which was filed with the AMF (Autorit� des
march�s financiers) on April 23, 2008. In addition, the following
executives of Sopra Group/Axway may deemed to be participants:
Christophe Fabre, Dave Bennett, Scott Hausman et Kathleen Clark
Bracco. Information about the directors and executive officers of
Tumbleweed is set forth in the proxy statement for Tumbleweed's
2008 Annual Meeting of Stockholders, which was filed with the SEC
on April 30, 2008. Investors may obtain additional information
regarding the interest of such participants by reading the proxy
statement regarding the merger when it becomes available.
Forward-Looking Statements This press release and the information
meeting announced in it contain forward-looking statements that
involve risks, uncertainties and assumptions. If such risks or
uncertainties materialize or such assumptions prove incorrect,
actual results could differ materially from those expressed or
implied by such forward-looking statements and assumptions. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including the
anticipated timing of filings and approvals relating to the
transaction; the expected timing of the completion of the
transaction; the expected benefits and costs of the transaction;
management plans relating to the transaction; the ability to
complete the transaction considering the various closing
conditions, including those conditions related to antitrust and
CFIUS (Exon-Florio) regulations; any projections of earnings,
revenues, synergies, accretion, margins or other financial items;
any statements of the plans, strategies and objectives of
management for future operations, including the execution of
integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include risks related to the timing
or ultimate completion of the transaction; the possibility that
expected benefits may not materialize as expected; that, prior to
the completion of the transaction, Tumbleweed�s business may not
perform as expected due to uncertainty; that the parties are unable
to successfully implement integration strategies; and other risks
and uncertainties that are beyond the control of Sopra Group and
Tumbleweed. Sopra Group and Tumbleweed disclaim any obligation to
update or correct any forward-looking statements made herein due to
the occurrence of events after the issuance of this press release.
About Sopra Group One of the leaders in the European consulting and
IT services market, Sopra Group generated revenue of 1 billion
euros in 2007 and has a human and intellectual resource potential
of over 11,000 people. Thanks to a longstanding culture of
excellence and strong sector-specific, functional and technological
know-how, the Group offers its clients an end to end approach based
on a well-honed business model. Sopra Group�s ambition is to allow
its clients to focus on transformation projects that will give them
a competitive edge and help them drive growth. Sopra Group�s
savoir-faire encompasses prior strategic reflection through to the
supervision and implementation of major systems integration and
application outsourcing projects. The Group also pursues the
worldwide deployment of its activities in both application
integration and business process management through its subsidiary
Axway, one of the leading providers of Collaborative Business
Solutions, with a complete range of solutions and services. For
more information, please go to our website www.sopragroup.com.
About Axway Axway is one of the leading global providers of
collaborative business solutions. Axway establishes the dynamic
connections � within and among enterprises � that make companies
easier to do business with. Spanning all industries, over 8000
organizations in more than 100 countries depend on Axway to manage
and control their business-critical information in motion �
improving value chain efficiency, regulatory compliance and quality
of service. Built on a service-oriented architecture (SOA), Axway�s
Synchrony� solutions feature a highly flexible integration and B2B
framework, business and technical analytics, and professional
services. Axway also offers customized solutions for the financial
services, life sciences and automotive industries. Many of Axway�s
solutions are available in a software-as-a-service (SaaS) model. A
subsidiary of Sopra Group, SA, Axway is headquartered in
Scottsdale, Arizona. About Tumbleweed Tumbleweed Communications
Corp. (NASDAQ:TMWD), an industry leader in managed file transfer,
email security and identity validation, provides enterprise-class
solutions to organizations of all sizes. Tumbleweed�s innovative
products enable organizations to effectively manage and protect
business-critical Internet communications, with capabilities that
span secure file transfer, encryption, data loss prevention, and
email security. Tumbleweed has more than 3,300 customers worldwide,
including blue-chip companies across an array of industries such as
technology, retail, finance, healthcare, manufacturing, consumer
packaged goods, telecom, energy, and the U.S. Government. The
world�s most security conscious organizations rely upon Tumbleweed
technology including Bank of America Securities, JP Morgan Chase
& Co., the U.S. Food and Drug Administration, and the U.S.
Department of Defense. Our award-winning products build on 15 years
of R&D and 29 security patents in the U.S. alone � many of
which are licensed by other security vendors. More information can
be found at www.tumbleweed.com.
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