Rocket Software Europe Holding B.V. Declares Public Offer for All Outstanding Shares of Seagull Holding N.V. Unconditional
Amsterdam, the Netherlands; Atlanta, Georgia, USA; and Newton, Massachusetts, USA -
24 April 2007
With reference to the earlier press releases of 5 December 2006, 11 January 2007, 2 February 2007, 9 February 2007 and 16 March 2007 and to the offer memorandum dated 15 March 2007 (“Offer Memorandum”), Rocket Software Europe Holding B.V. (“Rocket”) and Seagull Holding N.V. (“Seagull”) announce that:
- 9,138,570 of the shares in the capital of Seagull have been tendered in the offer by Rocket for all issued and outstanding shares in the capital of Seagull (the “Offer”);
- the shares tendered under the Offer represent approximately 95.4 percent of the issued and outstanding share capital of Seagull; and
- Rocket declares the Offer unconditional.
With reference to the Offer Memorandum, Rocket, will pay, no later than 27 April 2007 (the “Settlement Date”), an amount of EUR 4.33 in cash for each share validly tendered (or defectively tendered provided that such defect has been waived by Rocket) and delivered (“Offer Price Per Share”). Admitted Institutions to Euronext Amsterdam N.V. must deliver tendered shares to Fortis Bank as Settlement Agent by 26 April 2007 at the latest.
As more than 95 percent of the issued and outstanding share capital of Seagull has been tendered, it is Rocket’s intention to, after consultation with Euronext Amsterdam N.V., terminate Seagull’s listing on Euronext Amsterdam N.V. and to initiate a statutory squeeze-out procedure (uitkoopprocedure) as provided for in section 92a of book 2 of the Dutch Civil Code as soon as legally practicable.
The Offer is not being made, and the shares will not be accepted for purchase from or on behalf of any shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Neither Rocket nor Seagull nor any of their advisors accepts any liability for any violation by any person of any such restriction. However, acceptances of the Offer by shareholders not resident in the Netherlands will be accepted by Rocket if such acceptances comply with the acceptance procedure set out in the Offer Memorandum.
This press release is a public announcement as meant within article 9b paragraph 1 of the Decree on the Supervision of the Securities Trade 1995 (Besluit toezicht effectenverkeer 1995).
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About Rocket Software
Rocket Software is a global development firm that builds Enterprise Infrastructure products for the world’s leading OEMs, networks and software companies. The company’s current lines of business complement and extend strategic OEM offerings in the areas of enterprise and mobile security, relational databases, mobile and wireless computing, and operational support systems (OSS). Rocket’s current OEM relationships and technology partners include IBM, Microsoft, NEC, Toshiba and RSA, The Security Division of EMC. Rocket Software is based in Newton, Mass. For more information, visit www.rocketsoftware.com.
About Seagull Software
Seagull Software specializes in technology that transforms "legacy" applications into SOA-compliant Web services, helping enterprises achieve exponentially faster IT support for business change, governance and compliance. Our LegaSuite® software platform includes integration, GUI, workflow and terminal emulation technology. With LegaSuite, customers connect legacy applications on IBM mainframe, VME mainframe, System i, OpenVMS and UNIX-VT and Windows client/server platforms to the Web, to other middleware and to newer-generations of applications such as portals, CRM and SCM. LegaSuite is based on open standards including Web services, XML, J2EE and .NET. Powerful and innovative tools require no coding, which means rapid results, reduced risk and no maintenance burden. Committed to providing the best customer experience in the industry, Seagull Software’s technology is in use in more than 10,000 business and government organizations worldwide, and by millions of end users. Seagull Software has direct operations in the United States, Canada, the Netherlands, UK, France, and Germany, supplemented by distributors serving approximately 30 additional countries. The company was acquired by Rocket Software (www.rs.com) in 2007. For more information, visit www.seagullsoftware.com.
NOTE TO EDITORS: The correct usage of our company name is Seagull Software.
Forward-Looking Information: All statements in this press release which
address operating performance, events or developments that we expect or anticipate
will occur in the future, including statements expressing general optimism about
future operating results and non-historical information, are forward-looking
statements. These forward-looking statements are, and will be, based on management’s
then-current views and assumptions regarding future events and operating performance.
Forward-looking statements are subject to certain risks and uncertainties that could
cause actual results to differ materially, including, but not necessarily limited to
management’s ability to manage growth, and hire and retain qualified employees;
unpredictable customer demand; intense competition; rapid technological change;
unpredictable market acceptance of new products; and market instability and/or
reduction in software purchasing caused by exceptional circumstances.