CDC SOFTWARE PROPOSES INCREASED OFFER TO THE SHAREHOLDERS OF ONYX
Announcement posted by CDC 22 Jun 2006
All $ figures are in USD
CDC Corporation (NASDAQ: CHINA; website: www.cdccorporation.net) has announced that CDC Software, a wholly owned subsidiary of CDC Corporation, is making a superior proposal to the board of directors of Onyx Software (NASDAQ: ONXS) for a strategic transaction that would combine Onyx Software with CDC Software.
Subject to CDC Software being granted the opportunity to conduct and complete due diligence to its satisfaction, under the terms of CDC Softwares new proposal, each Onyx shareholder would have a choice to receive, for each Onyx share, consideration consisting of either (a) all-cash or (b) cash-and-shares in CDC Corporation.
In the event an Onyx shareholder elects to receive all-cash consideration, such shareholder would receive, for each Onyx share, $4.85 per share in cash. In the event an Onyx shareholder elects to receive cash-and-shares, such shareholder would receive, for each Onyx share, $5.00 per share comprised of 50 percent (or $2.50) in cash and 50 percent (or $2.50) in registered Class A Common Shares of CDC Corporation.
The proposal represents a premium of up to 4.2% in excess of the publicly announced offer made by M2M of $4.80 per share in cash, excluding the effect of the $4.5 million in break-fees and expenses Onyx would be required to pay to M2M. It is estimated that based upon approximately 18.5 million Onyx shares outstanding, the break-fees and expenses Onyx would be required to pay to M2M amount to in excess of $0.24 per Onyx share.
CDC Softwares management awaits a response from the independent members of Onyxs board of directors to its proposal.
We remain firm in our belief in the benefits of a combination, particularly between our Pivotal CRM division and Onyx, said Eric Musser, executive vice president of strategy, mergers and acquisitions for CDC Software. This potential combination harbors benefits for both shareholders and customers of Onyx, including complementary industry specialisation, products, geographic markets, sales channels and marketing strategies.
Mr. Musser added. As an Onyx shareholder, we were disappointed to see the unusually high break-fees and expense obligations in their current M2M agreement. As we have indicated in recent months, we remain flexible and open to exploring options with the Onyx management team, assuming that we have the opportunity to perform due diligence under the conditions afforded to other interested parties. In the interest of maximising the value for their shareholders, we hope that the Onyx board of directors will give due consideration to our proposal.
The management of CDC Software believes that its proposal is superior to all outstanding offers for Onyx, given the per share price being offered, the liquidity and appreciation in value of CDC Corporation stock, its strong cash position, and the continuing growth in its revenues and profitability. CDC Software urges Onyxs board of directors to consider this proposal, and provide CDC Software with the opportunity to conduct due diligence as other potential acquiring companies have had.
This communication is not a solicitation of a proxy from any security holder of Onyx. Nor is this communication an offer to purchase or a solicitation of an offer to sell securities.
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 reorganised 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.
About CDC Software
CDC Software, The Customer-Driven Company, is a provider of enterprise software applications designed to help organisations deliver a superior customer experience while increasing efficiencies and profitability. CDC Softwares product suite includes the Pivotal CRM (customer relationship management), c360 CRM add-on products, industry solutions and development tools for the Microsoft Dynamics CRM platform, Ross ERP (enterprise resource planning) and SCM (supply chain management), IMI warehouse management and order management, Platinum China HR (human resource) and business analytics solutions.
These industry-specific solutions are used by more than 5,000 customers worldwide within the manufacturing, financial services, health care, home building, real estate, and wholesale and retail distribution industries. The company completes its offerings with a full continuum of services that span the life cycle of technology and software applications, including implementation, project consulting, outsourced business services, application management and offshore development. CDC Software is the enterprise software unit of CDC Corp. (NASDAQ: CHINA). For more information, please visit www.cdcsoftware.com.
Subject to CDC Software being granted the opportunity to conduct and complete due diligence to its satisfaction, under the terms of CDC Softwares new proposal, each Onyx shareholder would have a choice to receive, for each Onyx share, consideration consisting of either (a) all-cash or (b) cash-and-shares in CDC Corporation.
In the event an Onyx shareholder elects to receive all-cash consideration, such shareholder would receive, for each Onyx share, $4.85 per share in cash. In the event an Onyx shareholder elects to receive cash-and-shares, such shareholder would receive, for each Onyx share, $5.00 per share comprised of 50 percent (or $2.50) in cash and 50 percent (or $2.50) in registered Class A Common Shares of CDC Corporation.
The proposal represents a premium of up to 4.2% in excess of the publicly announced offer made by M2M of $4.80 per share in cash, excluding the effect of the $4.5 million in break-fees and expenses Onyx would be required to pay to M2M. It is estimated that based upon approximately 18.5 million Onyx shares outstanding, the break-fees and expenses Onyx would be required to pay to M2M amount to in excess of $0.24 per Onyx share.
CDC Softwares management awaits a response from the independent members of Onyxs board of directors to its proposal.
We remain firm in our belief in the benefits of a combination, particularly between our Pivotal CRM division and Onyx, said Eric Musser, executive vice president of strategy, mergers and acquisitions for CDC Software. This potential combination harbors benefits for both shareholders and customers of Onyx, including complementary industry specialisation, products, geographic markets, sales channels and marketing strategies.
Mr. Musser added. As an Onyx shareholder, we were disappointed to see the unusually high break-fees and expense obligations in their current M2M agreement. As we have indicated in recent months, we remain flexible and open to exploring options with the Onyx management team, assuming that we have the opportunity to perform due diligence under the conditions afforded to other interested parties. In the interest of maximising the value for their shareholders, we hope that the Onyx board of directors will give due consideration to our proposal.
The management of CDC Software believes that its proposal is superior to all outstanding offers for Onyx, given the per share price being offered, the liquidity and appreciation in value of CDC Corporation stock, its strong cash position, and the continuing growth in its revenues and profitability. CDC Software urges Onyxs board of directors to consider this proposal, and provide CDC Software with the opportunity to conduct due diligence as other potential acquiring companies have had.
This communication is not a solicitation of a proxy from any security holder of Onyx. Nor is this communication an offer to purchase or a solicitation of an offer to sell securities.
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 reorganised 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.
About CDC Software
CDC Software, The Customer-Driven Company, is a provider of enterprise software applications designed to help organisations deliver a superior customer experience while increasing efficiencies and profitability. CDC Softwares product suite includes the Pivotal CRM (customer relationship management), c360 CRM add-on products, industry solutions and development tools for the Microsoft Dynamics CRM platform, Ross ERP (enterprise resource planning) and SCM (supply chain management), IMI warehouse management and order management, Platinum China HR (human resource) and business analytics solutions.
These industry-specific solutions are used by more than 5,000 customers worldwide within the manufacturing, financial services, health care, home building, real estate, and wholesale and retail distribution industries. The company completes its offerings with a full continuum of services that span the life cycle of technology and software applications, including implementation, project consulting, outsourced business services, application management and offshore development. CDC Software is the enterprise software unit of CDC Corp. (NASDAQ: CHINA). For more information, please visit www.cdcsoftware.com.