Soll kein Downpush sein, nur eine ernstzunehmende Warnung. Mittlerweile bin ich doch froh, aus der Sache raus zu sein. Heute morgen könnte ich zwar teuer verkaufen, aber:
Invensys bietet nur 2,85 EURO PRO BAAN AKTIE! Hier die offizielle Meldung zu finden bei News unter quote.yahoo.com, Kürzel Baanf: (Das mit den Euro steht irgendwo ganz unten)
Wednesday May 31, 2:22 am Eastern Time
Company Press Release
SOURCE: Invensys plc; Baan Company N.V.
FIRST AND FINAL ADD -- Baan-Invensys
APPENDIX I Summary of the Conditions and Certain Terms of the Offer
Invensys and Baan have today executed a merger agreement relating to the Offer (the ``Merger Agreement''). Certain terms of the Merger Agreement are set out
1. Invensys shall not be required to accept for payment or pay for (subject to certain applicable rules and regulations) any further Baan shares and may terminate or
amend the Offer unless:-
(a) prior to the expiration of the Offer, there shall have been validly tendered (and not withdrawn) the number of Baan shares representing at least 95 per cent.
of the outstanding Baan shares; and
(b) any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any applicable mandatory waiting periods under
any applicable non-U.S. laws shall have expired or been terminated.
2. Invensys shall not be required to accept for payment or pay for any further Baan shares and may terminate or amend the Offer if at any time on or after 31 May
2000 any of the following conditions exist, occur or have occurred and remain in effect:
(a) any governmental entity or person has instituted and has pending certain litigation seeking to:
(i) challenge the acquisition by Invensys (or any of its affiliates) of any Baan shares pursuant to the Offer or restrain, prohibit the making or completion of the
(ii) impose limitations on the ability of Invensys (or any of its affiliates) effectively to acquire or hold (or to require Invensys or Baan or any of their respective
affiliates or subsidiaries to dispose of or hold separate) any material portion of their assets or the business of any one of them; or
(iii) impose limitations on the ability of Invensys (or any of its affiliates) to exercise full rights of ownership of any Baan shares purchased by it, provided that, if
such litigation is by a person other than a governmental entity, such litigation is reasonably likely to have a material adverse effect;
(b) there has been promulgated, enacted, entered, enforced or deemed applicable to the Offer, by any governmental entity, any law that would reasonably be
expected to result in any of the consequences referred to in paragraph 2(a) above;
(c) the Merger Agreement has been terminated in accordance with its terms;
(d) (i) any of the representations and warranties made by Baan in the Merger Agreement was not true and correct in all respects when made, or thereafter has
ceased to be true and correct in all respects as if made at the scheduled or extended expiration of the Offer (except to the extent that any such representation
or warranty refers specifically to another date, in which case such representation or warranty shall be true and correct in all respects as of such other date),
except to the extent that any such failure to be true and correct, individually and in the aggregate with all such other failures, would not have a material adverse
effect, or (ii) Baan has materially breached or failed to comply in any material respect with any of its material obligations under the Merger Agreement, except
to the extent that any such breach or failure to comply, individually or in the aggregate with all such other breaches or failures, would not have a material
(e) any corporation, entity, ``group'' or ``person'' (as defined in the US Securities Exchange Act of 1934, as amended) other than Invensys has acquired
beneficial ownership of a majority of the outstanding Baan shares;
(f) Baan's Supervisory or Management Boards have modified or amended their recommendation of the Offer in any manner adverse to Invensys, withdrawn its
recommendation of the Offer, approved or recommended acceptance of any alternative proposal by a third party or resolved to do any of the foregoing;
(g) since 31 March 2000 and save for any change or event previously disclosed to Invensys in writing, any change or event has occurred which, individually or
in aggregate, has had or is reasonably likely to have a material adverse effect;
(h) Invensys or Baan have not received clearance from the European Union Merger Task Force; or
(i) the Works Councils of Baan and/or its subsidiaries have (i) given a negative advice with respect to the recommendation of the Supervisory or Management
Boards of Baan in connection with the Offer and (ii) initiated legal proceedings in the relevant Dutch courts to prevent the completion of the Offer.
The conditions contained in paragraphs 1 and 2 may be waived by Invensys, in whole or in part, at any time and from time to time, in its reasonable discretion.
Should the Offer be terminated pursuant to any provision of paragraphs 1 or 2, all tendered Baan shares not accepted for payment at the time of such termination
shall promptly be returned by the depositary to the tendering Baan shareholders.
Summary of Certain Additional Terms of the Merger Agreement
3. Baan has agreed pending completion of the Offer that:
(a) neither it nor its affiliates or representatives will initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any
proposal with respect to a merger, acquisition, consolidation, recapitalization, business combination or similar transaction involving any significant portion of the
assets or equity securities of Baan or its subsidiaries (an ``Alternative Proposal'') or engage in any negotiations or provide any confidential information, or
afford access to its books and records, or otherwise take steps which would facilitate any effort to make or implement an Alternative Proposal;
(b) it will cease all such discussions and negotiations currently taking place; and
(c) it will notify Invensys promptly if it receives an Alternative Proposal.
4. Notwithstanding paragraph 3 above, Baan is permitted to furnish information and enter into discussions or negotiations with a third party that makes an unsolicited
bona fide Alternative Proposal if and only to the extent that the Supervisory or Management Boards of Baan both determine (after receiving third party advice) that:
(a) the Alternative Proposal is more favourable from a financial point of view than the Offer;
(b) failure to enter into discussions or negotiations with such third party would violate the fiduciary duties of such boards;
(c) such boards determine in good faith and in the exercise of reasonable business judgment that such proposal is likely to be successfully financed if accepted
by Baan shareholder; and
(d) Baan satisfies certain other conditions.
5. Baan has agreed to pay to Invensys a termination fee in the amount of Euro 22.8 million if a third party acquires control of Baan during the Offer, or if the
Supervisory or Management Boards of Baan elect to terminate the Merger Agreement in order to accept an Alternative Proposal permitted under paragraph 4.
6. Baan is also required to pay a termination fee if after an Alternative Proposal is made to Baan:
(a) Baan's Supervisory or Management Boards modify, withdraw or amend their approval or recommendation of the Offer;
(b) the Offer expires and less than 51 per cent. of the outstanding Baan shares are tendered to it; or
(c) the Works Councils of Baan and/or its subsidiaries give a negative advice with respect to the recommendation of the Supervisory and Management Boards
of Baan in connection with the Offer and Baan terminates the Merger Agreement in accordance with its terms, provided that the termination fee will not be
payable under paragraphs 6(a), 6(b) or 6(c) unless a third party acquires control of Baan within 12 months of the termination of the Offer.
7. Baan has also agreed following announcement of the Offer:
(a) to conduct its business, as a general matter, in the ordinary course consistent with past practices and not to undertake certain actions out of the ordinary
course without the consent of Invensys; and
(b) not to modify, amend or grant any waiver or release under its agreements with Fletcher without the prior consent of Invensys.
Bases and Sources
Save as otherwise set out in this announcement, the following constitute the bases and sources of financial information and calculations referred to in this
Unless otherwise stated, financial information relating to Baan has been extracted from the unaudited preliminary results of Baan for the year ended 31 December
1999 or the unaudited quarterly financial statements of Baan for the three months ended 31 March 2000.
Unless otherwise stated, financial information relating to Invensys has been extracted from the preliminary results of Invensys for the year ended 31 March 2000,
Value of the Offer
The Offer values the entire issued share capital of Baan at approximately Euro 762 million (474 million pounds) based on the offer price for each Baan Share of Euro
2.85 and 267.3 million Baan shares being in issue as at 30 May 2000.
Share Prices and Market Capitalisation
The market capitalisation of Invensys is based on a closing price of an Invensys share on the London Stock Exchange on 30 May 2000 of 265.5p and a total of
3,498 million Invensys shares in issue.
The conversion of Euros to Pounds Sterling has been made at an exchange rate of Euro to pound of 0.622.
SOURCE: Invensys plc; Baan Company N.V.