CDC Software Corporation, a wholly owned subsidiary and software unit of chinadotcom corporation, a leading integrated enterprise software and mobile applications company in China and internationally, announced that it has submitted a signed, definitive agreement to acquire Pivotal Corporation by way of either an all-cash or a cash-and-stock transaction. Pivotal is a leading international customer relationship management (CRM) company that provides a complete set of highly flexible, powerful CRM applications and implementation services for mid-sized enterprises, with more than 1,600 clients worldwide.
Under the terms of the agreement, CDC Software is offering to acquire all of the outstanding shares of Pivotal under a plan of arrangement that will, subject to certain conditions, permit Pivotal shareholders to elect to receive, for each Pivotal share, either 1) US$2.00 in cash; or 2) US$2.14 comprised of US$1.00 cash plus US$1.14 of common shares of chinadotcom corporation; the value of the share portion of this option will be calculated using the average closing price of the chinadotcom shares on the Nasdaq National Market over the ten trading day period ending two days prior to closing and there are no caps or collars applicable to the calculation.
Pivotal announced today that the Special Committee of the Board of Directors of Pivotal has determined that the offer is a “superior transaction” within the meaning of the current arrangement agreement with the Oak Group.
Under the terms of Pivotal's agreement with the Oak Group, CDC Software understands that its offer has been delivered by Pivotal to the Oak Group to allow the Oak Group until the end of the day on Thursday, December 4, 2003 to amend their existing offer so that the amended Oak Group transaction would, if consummated, be reasonably likely to result in a transaction which is as favorable from a financial point of view to Pivotal shareholders as CDC Software's offer. CDC Software's offer remains irrevocable and open for acceptance by Pivotal until 12:00 noon (Vancouver time) on December 5, 2003.
"We are pleased with the decision of the Pivotal Special Committee. After having conducted an intense period of due diligence on Pivotal to supplement our prior analysis, we are pleased to be able to make a definitive offer along similar economic terms as our previously announced proposal to Pivotal and its shareholders," said Daniel Widdicombe, chief financial officer of chinadotcom corporation.
The proposed acquisition of Pivotal represents an important part of CDC Software's strategy to establish its position as a leading international provider of enterprise resource planning (ERP) software products and services, with a focus on the export manufacturing sector. CRM applications are a critical component of an extended ERP product offering and Pivotal's broad suite of marketing, sales, service and partner management capabilities complement perfectly with CDC Software's existing ERP, supply chain management (SCM) and human resources and payroll product offerings, which currently have limited CRM functionality. With the addition of Pivotal as its CRM platform, CDC Software will continue to implement its strategy of focusing on acquisitions with high margins and recurrent revenue streams in the mission- critical software solutions sector.
chinadotcom notes that there is no assurance that Pivotal will accept its offer, particularly given the Oak Group's rights as summarized above, or even if Pivotal does accept, whether the transaction underlying the offer will be consummated. The transaction is subject to the final approval by Pivotal's shareholders, certain regulatory approvals and customary closing conditions.
The financial impact on chinadotcom's earnings will be determined based on the timing of the closing of the transaction. This communication is not a solicitation of a proxy from any security holder of Pivotal. Nor is this communication an offer to purchase nor a solicitation of an offer to sell securities.
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