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.
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