CHINADOTCOM CORP A - Nasdaq National Market: CHINA
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chinadotcom and Ross Systems Amend Definitive Merger Agreement
HONG KONG and ATLANTA, Jan 07, 2004 /PRNewswire-FirstCall via Comtex/ -- Ross
Systems, Inc. (Nasdaq: ROSS) and chinadotcom corporation (Nasdaq: CHINA) today
announced that they have amended their definitive merger agreement under which
chinadotcom will acquire Ross Systems.
Under the amended merger agreement, stockholders of Ross Systems will continue
to receive $19.00 in a combination of cash and chinadotcom common shares for
each share of Ross Systems common stock. As a result of the amended merger
agreement, at the closing of the merger, Ross Systems stockholders will receive,
for each share of Ross Systems common stock, $5.00 in cash and a number of
chinadotcom shares equal to $14.00 divided by the average closing price of
chinadotcom shares for the 10 trading days preceding the second trading day
before the closing date. Moreover, if the average price of chinadotcom shares is
below $8.50, the amended merger agreement permits chinadotcom to elect to
increase the amount of cash that Ross Systems common stockholders will receive
and decrease the number of chinadotcom shares that Ross Systems common
stockholders will receive. In such case, Ross Systems common stockholders still
would receive $19.00 in a combination of cash and chinadotcom shares for each
share of Ross Systems common stock, but would receive more than $5.00 in cash
per share and less than $14.00 worth of chinadotcom shares for each Ross Systems
common share. Under the amended merger agreement, stockholders of Ross Systems,
at their sole option, may elect within ten business days following the closing
to receive $17.00 in cash per share of Ross Systems common stock in place of the
combination of cash and chinadotcom shares described above.
Under the previous terms of the merger agreement, at the closing of the merger,
Ross Systems stockholders would have received, for each share of Ross Systems
common stock, $5.00 in cash and a number of chinadotcom shares equal to $14.00
divided by the higher of $8.50 per share or the average closing price of
chinadotcom shares (not to exceed $10.50 per share) for the 10 trading days
preceding the second trading day before the closing date, subject to certain
exceptions. The floor of $8.50 and the ceiling of $10.50 created the possibility
that Ross Systems stockholders would receive more than $19.00 or less than
$19.00 in a combination of cash and chinadotcom shares for each share of Ross
common stock. The amended merger agreement eliminates this floor and ceiling.
In addition, under the previous terms of the merger agreement, Ross Systems had
the ability to terminate the merger agreement if the average price of
chinadotcom shares was below $8.50 per share, unless chinadotcom elected to
invoke a "make-whole" provision that would ensure that Ross Systems stockholders
received $14.00 worth of chinadotcom shares for each share of Ross Systems
common stock, even if the average price of chinadotcom shares was below $8.50.
The amended merger agreement has eliminated these termination and "make-whole"
provisions due to the removal of the $8.50 floor, and as a result, reduces the
uncertainty with respect to the completion of the transaction.
The amendment also provides for an increased commitment by chinadotcom and Ross
Systems to cooperate in the operation of the two companies prior to closing so
as to accelerate the anticipated synergies and financial benefits to be received
from the transaction.
The waiting period for the merger under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 expired on October 27, 2003. The anticipated closing of
the transaction has been delayed, however, due in part to further Securities and
Exchange Commission review of the registration statement relating to the
transaction. The parties now expect the transaction to close in the second
quarter of calendar year 2004, subject to Securities and Exchange Commission
review of the registration statement relating to the transaction, approval by
Ross Systems stockholders and customary closing conditions.
Additional Information about the Proposed Merger and Where to Find It
chinadotcom and Ross Systems have filed a preliminary a proxy
statement/prospectus with the Securities and Exchange Commission in connection
with the transaction. Ross Systems will mail the final proxy
statement/prospectus to stockholders of Ross Systems when available. These
documents contain important information about the transaction, and investors and
security holders are urged to read these documents carefully when they are
available because they will contain important information about chinadotcom and
Ross Systems. Investors and security holders will be able to obtain free copies
of the proxy statement/prospectus and other relevant materials (when they become
available), and any other documents filed by chinadotcom or Ross Systems through
the website maintained by the Securities and Exchange Commission at
www.sec.gov Investors and security holders of Ross Systems are urged to
read the proxy statement/prospectus and the other relevant materials when they
become available before making any voting or investment decision with respect to
the proposed merger.
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