Geac Computer Corporation Limited, a global enterprise software company for business performance management, announced that it has commenced, through its indirect, wholly owned subsidiary Conductor Acquisition Corp., a cash tender offer to purchase all of the outstanding shares of common stock of Comshare, Incorporated, a provider of corporate performance management (CPM) software. The tender offer is being made pursuant to the previously announced definitive merger agreement between Geac and Comshare dated as of June 22, 2003. Comshare shareholders will receive US $4.60 in cash for each share of Comshare common stock tendered. Comshare’s Board of Directors has unanimously approved the transaction and agreed to recommend that its shareholders accept it. The holders of approximately 15 percent of Comshare’s outstanding common stock, including Dennis Ganster, Comshare’s chief executive officer, Codec Systems Limited and Anthony Stafford, have agreed to support the transaction and to tender their shares to Geac.
On July 1, Geac filed with the Securities and Exchange Commission a tender offer statement on Schedule TO setting forth in detail the terms of the tender offer and Comshare has filed with the Commission a statement on Schedule 14D-9 setting forth the conclusion of Comshare’s board of directors that the tender offer and the merger described in the merger agreement are fair to and in the best interests of Comshare’s shareholders, as well as the recommendation of the Comshare board of directors that Comshare shareholders accept the offer and tender their shares pursuant to the offer.
The tender offer will expire at 12:00 midnight on July 30, 2003, unless extended in accordance with the merger agreement and the applicable regulations of the Securities and Exchange Commission. The offer is conditioned upon, among other things, there being validly tendered and not properly withdrawn prior to the expiration date of the offer shares of Comshare common stock representing not less than a majority of Comshare’s total outstanding shares, calculated on a fully diluted basis. The tender offer is expected to be consummated by August 2003, and, assuming at least 90 percent of Comshare’s outstanding common stock is tendered, the merger will close immediately thereafter. The transaction is subject to regulatory clearance, approval by Comshare’s stockholders (if less than 90 percent of Comshare’s outstanding shares are acquired by Geac in the tender offer) and other customary closing conditions.
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