CDC Corporation Commences $5.00 per Share All Cash Tender Offer for Onyx Software Corporation
2006年7月12日 - 9:48PM
PRニュース・ワイアー (英語)
CDC Additionally Intends to Fight M2M Break Fees Estimated at $.24
per Share and Return this Value to Onyx Shareholders ATLANTA and
HONG KONG, July 12 /Xinhua-PRNewswire-FirstCall/ -- CDC Corporation
(NASDAQ:CHINA), focused on enterprise software, mobile applications
and online games, today announced that it is commencing its
previously announced $5.00 per share all cash tender offer for all
outstanding shares of common stock of Onyx Software Corporation
(NASDAQ:ONXS). "Our offer to purchase is clearly superior to the
$4.80 per share that M2M Holdings has offered to Onyx shareholders
under the terms of their definitive merger agreement with Onyx
announced on June 6, 2006," said Peter Yip, Executive Vice Chairman
and CEO of CDC Corporation. "We will reach out to Onyx's
shareholders and, with their support, we look forward to a
successful completion of this transaction." CDC Corporation's
tender offer is subject to, among other things, there being validly
tendered and not withdrawn a majority of Onyx's outstanding common
stock on a fully diluted basis, as well as other customary
conditions. The tender offer and withdrawal rights will expire at
12:00 midnight, New York City time, on Tuesday, August 8, 2006,
unless extended. The offer is being made without the prior approval
of Onyx's board of directors. The complete terms and conditions of
the tender offer are set forth in the Offer to Purchase, Letter of
Transmittal and other tender offer materials that CDC Corporation
and CDC Software Acquisition Corp., a wholly owned subsidiary of
CDC Corporation, will file with the Securities and Exchange
Commission by 5:30 p.m. EDT on Wednesday, July 12, 2006. Copies of
the Offer to Purchase, Letter of Transmittal and other tender offer
materials, may be obtained by calling D.F. King & Co., Inc.,
the information agent for the tender offer, at the numbers set
forth below. Eric Musser, Executive Vice President, Strategy, of
CDC Software added, "We reaffirm our belief in the benefits of a
business combination between CDC Corporation and Onyx for all
parties involved. This is especially true for the customers of Onyx
who will be supported by our substantial global organization that
has already proven its value through the success of each of our
prior acquisitions, including Pivotal Corporation and Ross Systems,
as demonstrated by our customer retention rates, which are among
the highest in the industry." CDC Corporation also notes that it
may pursue other actions in conjunction with its tender offer
including, without limitation, litigation challenging the break
fees in connection with the merger agreement between Onyx and M2M
Holdings. CDC Corporation has previously requested that the break
fees be abandoned so that the fees can be paid to Onyx
shareholders, rather than to M2M Holdings, through the course of
the proposed acquisition by CDC. About the Tender Offer This press
release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer described in this press
release will be made only pursuant to the Offer to Purchase and
Letter of Transmittal. We intend to file a tender offer statement
on Schedule TO (together with the exhibits thereto, including the
Offer to Purchase, Letter of Transmittal and other tender offer
material) with the Securities and Exchange Commission by 5:30 p.m.
EDT on Wednesday, July 12, 2006. The tender offer statement on
Schedule TO and related materials will contain important
information that should be read carefully before any decision is
made with respect to the tender offer. The tender offer materials
will be made available to Onyx shareholders at no expense to them.
In addition, investors and shareholders may obtain a free copy of
these materials (when available) and other relevant documents at
the SEC's website, http://www.sec.gov/, or from D.F. King &
Co., Inc., the information agent for the tender offer, at (800)
487-4870 (Toll-Free). Banks and brokerage firms are asked to call
(212) 269-5550. About CDC Corporation CDC Corporation
(NASDAQ:CHINA) is focused on enterprise software, mobile
applications and online games. As part of its strategic review, the
company has reorganized into two primary operating business units,
CDC Software and China.com Inc. For more information about CDC
Corporation, please visit the website:
http://www.cdccorporation.net/ . Cautionary Note Regarding
Forward-Looking Statements This press release includes
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995, including
statements relating to the tender offer, the effects of corporate
restructurings and strategic initiatives at the company,
anticipated consummation of a strategic transaction, the benefits
of a strategic transaction to Onyx and its customers, the
possibility of pursuing litigation in conjunction with the tender
offer and further actions to be taken following consummation of
such a transaction. These statements are based on management's
current expectations and are subject to risks and uncertainties and
changes in circumstances. There are important factors that could
cause actual results to differ materially from those anticipated in
the forward-looking statements, including the following: whether
any tender offer is actually launched; whether the conditions to
the tender offer will be satisfied; the application of certain
anti-takeover provisions contained in Onyx's Articles of
Incorporation and in Washington's Business Corporation Act; the
final structure of any proposed transaction; the ability to realize
strategic objectives by taking advantage of market opportunities in
targeted geographic markets; the ability to make changes in
business strategy, development plans and product offerings; the
ability to integrate operations or new acquisitions in accordance
with the company's business strategy; and the effects of
restructurings and rationalization of operations. Further
information on risks or other factors that could cause results to
differ is detailed in filings or submissions with the United States
Securities and Exchange Commission made by CDC Corporation in its
Annual Report for the year ended December 31, 2005 on Form 20-F
filed on June 21, 2006. All forward-looking statements included in
this press release are based upon information available to
management as of the date of the press release, and you are
cautioned not to place undue reliance on any forward-looking
statements which speak only as of the date of this press release.
The company assumes no obligation to update or alter the
forward-looking statements whether as a result of new information,
future events or otherwise. Investor Relations Craig Celek CDC
Corporation Tel: +1-212-661-2160 Email: Media Relations Scot McLeod
CDC Software Tel: +1-770-351-9600 Email: DATASOURCE: CDC
Corporation CONTACT: Craig Celek of CDC Corporation,
+1-212-661-2160, or fax, +1-646-827-2421, or ; Scot McLeod of CDC
Software, +1-770-351-9600, or Web site:
http://www.cdccorporation.net/
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