CDC Corporation Files Suit Against Onyx Software Corporation
2006年7月18日 - 7:46AM
PRニュース・ワイアー (英語)
Complaint Alleges Breach of Fiduciary Responsibility ATLANTA and
HONG KONG, July 17 /Xinhua-PRNewswire/ -- CDC Corporation
(NASDAQ:CHINA), focused on enterprise software, mobile applications
and online games, today announced that it has filed a lawsuit in
King County Superior Court in Seattle, Washington against Onyx
Software Corporation (NASDAQ:ONXS), its directors and M2M Holdings,
Inc. alleging breach of fiduciary duties to Onyx's shareholders,
and claims related thereto, by failing to pursue any meaningful
discussions regarding CDC's offers to acquire Onyx, agreeing to
excessive break-fee and expense arrangements in the current
agreement with M2M Holdings, and acting in their own self-interest
by including certain benefit arrangements in the agreement with M2M
Holdings. "As I stated recently, our $5.00 per share all-cash
tender offer for all outstanding shares of common stock of Onyx is
clearly superior to the current offer from M2M Holdings of $4.80
per share, and we believe that by refusing to have properly
considered any of our prior offers, Onyx's directors have breached
their fiduciary responsibilities to Onyx's shareholders," said
Peter Yip, CEO of CDC Corporation. "While we did not want to resort
to litigation, we believe this is the only way that Onyx's
shareholders will realize the true value of their investments."
Retained to represent CDC Corporation in the lawsuit, Leonard
Feldman of Heller Ehrman LLP commented, "We are confident that the
Court will see that Onyx management is not following the law
requiring it to act in the best interests of Onyx shareholders, and
that the Court will require management to properly evaluate CDC's
far better offer." 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, 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: the outcome of litigation;
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. About the Tender Offer The offer to buy Onyx
Software Corporation's common stock is only made pursuant to the
Offer to Purchase and related materials that CDC Corporation and
CDC Software Acquisition Corp. filed on July 12, 2006. Shareholders
should read the Offer to Purchase and related materials carefully
because they contain important information, including the terms and
conditions of the offer. Shareholders can obtain the Offer to
Purchase and related materials free at the SEC's website at
http://www.sec.gov/, from D.F. King & Co., Inc., the
Information Agent for the offer, or from CDC Corporation. For More
Information: Investor Relations Craig Celek CDC Corporation
212.661.2160 Media Relations Scot McLeod CDC Software 770-351-9600
DATASOURCE: CDC Corporation CONTACT: Investors: Craig Celek of CDC
Corporation, +1-212-661-2160, ; or Media: Scot McLeod of CDC
Software, +1-770- 351-9600, Web site:
http://www.cdccorporation.net/
Copyright
Onyx Software (NASDAQ:ONXS)
過去 株価チャート
から 5 2024 まで 6 2024
Onyx Software (NASDAQ:ONXS)
過去 株価チャート
から 6 2023 まで 6 2024
Real-Time news about Onyx Software (MM) (ナスダック市場): 0 recent articles
その他のOnyx Software (MM)ニュース記事