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Sopheon PLC (SPE)

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Thursday 15 November, 2001

Sopheon PLC

Offer Update

Sopheon PLC
15 November 2001

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN CANADA,
                 AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN


EMBARGOED UNTIL 8.30 A.M.                                      15 November 2001



      Merger by way of recommended offer by Sopheon plc ('Sopheon') for

                  Orbital Software Holdings plc ('Orbital')

                    Offer unconditional in all respects


Further to the announcement on 13 November 2001 that Sopheon's 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,
was unconditional as to acceptances, Sopheon and Orbital announce that all
other conditions of the Offer have now either been satisfied or waived.
Accordingly the Offer is declared unconditional in all respects. The Offer
will remain open for acceptance until further notice.

Settlement of consideration due to those Orbital Shareholders who have already
validly accepted the Offer will be effected as soon as practicable and by no
later than 29 November 2001. Settlement of the consideration due to those
Orbital Shareholders who validly accept the Offer from today onwards will be
effected within fourteen days of receipt of their valid acceptance.

As stated in the Offer Document, Sopheon intends to procure that Orbital
applies for cancellation of the listing of the Orbital Shares on the Official
List and cancellation of the trading of Orbital Shares on the London Stock
Exchange, such cancellation to take place following the expiry of a notice
period of 20 business days commencing today. It is anticipated that such
cancellation will take effect on 13 December 2001.

As stated in the announcement dated 22 October 2001 and following the Offer
becoming unconditional in all respects Andrew Davis has been appointed to the
board of Sopheon as a non-executive director. A further announcement will be
made in due course with the information required under paragraph 15 of the AIM
Rules.

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
Orbital Shares.

Unless the context otherwise requires, the definitions contained in the Offer
Document dated 22 October 2001 apply in this announcement.


Enquiries


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


Buchanan Communications
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
herein.

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.

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: The share offer by
Sopheon for Orbital is an offer for the securities of a non-US company. Such
offer is subject to disclosure requirements of the United Kingdom, which are
different from those of the United States. Financial statements included in
the Offer Document  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 judgement.

The Offer is not 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 is 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.