13 November 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN CANADA,
AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN
FOR IMMEDIATE RELEASE 13 November 2001
Sopheon plc ('Sopheon')
Merger by way of recommended offer for Orbital Software Holdings plc('Orbital')
Declared unconditional as to acceptances
Sopheon and Orbital announce that the recommended all share offer for Orbital
('the Offer') on the terms and subject to the conditions set out or referred
to in the Offer Document dated 22 October 2001, has been declared
unconditional as to acceptances.
As at 3.00 p.m. on 12 November 2001, the first closing date of the Offer,
Sopheon had received valid acceptances in respect of a total of 27,456,737
Orbital Shares (representing approximately 61.0 per cent. of Orbital's current
issued share capital).
Prior to the commencement of the Offer, Sopheon had received irrevocable
undertakings to accept the Offer in respect of their entire beneficial
holdings from the Orbital Directors (and those of certain members of their
immediate families and companies controlled by them), Kevin Dorren and Alan
Slater, amounting in total to 10,374,764 Orbital Shares, representing 23.1 per
cent. of Orbital's issued share capital. In addition, Novell, Inc. and The
Hamilton Portfolio Limited signed non-binding letters of intent indicating
their intention to accept the Offer in respect of their total beneficial
holdings of Orbital Shares, being 5,173,931 Orbital Shares, representing a
further 11.5 per cent. of Orbital's current issued share capital.
Consequently, prior to the commencement of the Offer, Sopheon had received, in
aggregate, irrevocable undertakings and letters of intent to accept the Offer
in respect of 15,548,695 Orbital Shares (representing approximately 34.6 per
cent. of Orbital's current issued share capital).
Sopheon has received, in aggregate, valid acceptances in connection with above
the irrevocable undertakings and letters of intent amounting to approximately
28.1 per cent. of Orbital's current issued share capital. This excludes The
Hamilton Portfolio Limited, which has yet to confirm its acceptance of the
Offer in respect of its shareholding of approximately 6.4 per cent. of
Orbital's current issued share capital.
The Offer has been extended and will remain open for acceptance until further
Ian Ritchie, Non-executive Chairman of Orbital, commented:
'Having reviewed all relevant strategic options, we asked Orbital's
shareholders to support its Board's view that a merger with Sopheon would
provide the best route forward, and we are now delighted to have secured a
clear majority of acceptances. We would recommend that our remaining
shareholders accept the Offer and benefit from the greater opportunities which
we believe will be available to the Enlarged Group.'
Barry Mence, Executive Chairman of Sopheon, commented:
'We are very pleased to have received such a level of acceptances from Orbital
shareholders at this stage. We have been given the mandate to press forward
with the integration of the two companies, with the aim of achieving our
aspiration to be a leading provider of software and services within the R&D
market for major corporations.'
Save as otherwise disclosed in this announcement, neither Sopheon nor any of
its directors, nor, so far as Sopheon is aware, any person acting in concert
with Sopheon, owns or controls any Orbital Shares or has any option to
purchase or subscribe for Orbital Shares, or any derivatives referenced to
Unless the context otherwise requires, the definitions contained in the Offer
Document dated 22 October 2001 apply in this announcement.
Sopheon plc Orbital Software Holdings plc
Barry Mence Tel. +44 (0)1483 883 000 Ian Ritchie Tel. +44 (0)131 348 3000
Arif Karimjee Brian Gray
HSBC Investment Bank plc Broadview International Limited
John Mellett Tel. +44 (0)20 7336 9000 Tom S. Anthofer Tel. +44 (0)20 7968 3700
Dalia Joseph Roger Manship
Steve Liebmann Tel. +44 (0)20 7466 5000
The Sopheon Directors accept responsibility for the information contained in
this announcement other than the information relating to the Orbital Group,
the Orbital Directors, their immediate families and related trusts and persons
connected with the Orbital Directors. To the best of the knowledge and belief
of the Sopheon Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement, for which
they accept responsibility, is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Orbital Directors accept responsibility for the information contained in
this announcement relating to the Orbital Group, the Orbital Directors, their
immediate families and related trusts and persons connected with the Orbital
Directors. To the best of the knowledge and belief of the Orbital Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement, for which they accept
responsibility, is in accordance with the facts and does not omit anything
likely to affect the import of such information.
HSBC Investment Bank, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting exclusively for Sopheon
and no one else in relation to the Offer and will not be responsible to anyone
other than Sopheon for providing the protections afforded to customers of HSBC
Investment Bank, or for providing advice in relation to the Offer or in
relation to the contents of this announcement or any matter referred to
Broadview International Limited, which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, is acting exclusively for
Orbital and no one else in relation to the Offer and will not be responsible
to anyone other than Orbital for providing the protections afforded to
customers of Broadview International Limited, or for providing advice in
relation to the Offer or in relation to the contents of this announcement or
any matter referred to herein.
The attention of member firms of Amsterdam, London and the NASD is drawn to
certain UK dealing disclosure requirements following the announcement of
preliminary merger discussions between Sopheon and Orbital. That announcement
(made on 14 September 2001) commenced an offer period ('the Offer Period') in
accordance with the Code which is published and administered by the Panel. An
offer period is deemed to commence at the time when an announcement is made of
a proposed or possible offer, with or without terms. Sopheon has equity
securities traded on the Amsterdam Stock Exchange, London Stock Exchange and
through an ADR programme in the United States.
The disclosure requirements referred to above are set out in more detail in
Rule 8.3 of the Code. In particular Rule 8.3 requires public disclosure of
dealings in relevant securities during the Offer Period by persons who own or
control, or who would as a result of any transaction own or control, 1 per
cent. or more of any class of relevant securities. Relevant securities
include Sopheon and Orbital securities (including options and derivatives) and
instruments convertible into Sopheon and Orbital securities, respectively.
This requirement will apply until the end of the Offer Period.
Where two or more people act pursuant to an agreement or understanding to
acquire relevant securities, they are deemed to be a single person for the
purposes of Rule 8.3. For the purposes of Rule 8.3 persons who manage
investment accounts on a discretionary basis will be treated as controlling
any relevant securities so managed by that person . Rule 8.3 does not apply
to recognised market makers acting in that capacity.
Disclosure should be made on an appropriate form no later than 12 noon London
time on the business day following the date of the dealing transaction. These
disclosures should be sent to the Company Announcements Office of the London
Stock Exchange (fax number: +44 (0)20 7588 6057) and to the Panel's Monitoring
Section (fax number: +44 (0)20 7256 9386 or email
email@example.com). The Panel requests that member firms advise
those of their clients who wish to deal in the relevant securities of Sopheon
and/or Orbital, whether in London, Amsterdam or the United States, that they
may be affected by these requirements. If there is any doubt as to their
application, the Panel should be consulted (telephone number: +44 (0)20 7638
0129, fax number: + 44 (0)20 7638 1554). Copies of appropriate disclosure
forms may be obtained from the Panel's website www.thetakeoverpanel.org.uk.
This announcement does not constitute an offer or an invitation to acquire or
dispose of shares or securities.
Additional notice to US holders of Orbital securities: A share offer by
Sopheon for Orbital, if made, would involve an offer for the securities of a
non-US company. Any such offer would be subject to disclosure requirements of
the United Kingdom, which are different from those of the United States.
Financial statements included in the Offer Document, if any, will have been
prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of US companies. It may be difficult
for US holders of Orbital Shares to enforce their rights and any claim they
may have arising under the US federal securities laws, since the issuer is
located in a foreign country, and some or all of its officers and directors
may be residents of a foreign country. US holders of Orbital Shares may not
be able to sue a foreign company or its officers or directors in a foreign
court for violations of the US securities laws. It may be difficult to compel
a non-US company and its affiliates to subject themselves to a US court's
The Offer will not be made, directly or indirectly, in or into, or by use of
the mails or any means or instrumentality (including, without limitation,
telex, facsimile transmission, telephone and internet) of interstate or
foreign commerce of, or any facilities of a national securities exchange of,
Canada, Australia, the Republic of Ireland or Japan and the Offer will not be
capable of acceptance by any such use, means, instrumentality or facilities or
from within Canada, Australia, the Republic of Ireland or Japan. Accordingly,
copies of this announcement are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in or into or from Canada, Australia,
the Republic of Ireland or Japan and persons (including, without limitation,
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send this announcement in or into or from Canada, Australia, the
Republic of Ireland or Japan.