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Sopheon PLC (SPE)

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Wednesday 05 December, 2001

Sopheon PLC

Offer Update

Sopheon PLC
5 December 2001


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


FOR IMMEDIATE RELEASE                                           5 December 2001



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

                  Orbital Software Holdings plc ('Orbital')



Compulsory acquisition



On 15 November 2001, Sopheon and Orbital announced 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 in all respects.



Sopheon has now received valid acceptances of the Offer in respect of more
than 90 per cent. of Orbital Shares to which the Offer relates. Accordingly,
today, Sopheon has issued to Orbital Shareholders who have not yet accepted
the Offer, formal notices under section 429 of the Companies Act 1985 to
acquire compulsorily all those Orbital Shares in respect of which valid
acceptances have not yet been received.



The compulsory acquisition process is expected to be completed on (or shortly
after) 16 January 2002 (being the expiry date of six weeks after the date of
the statutory notice). The Offer will remain open for acceptance until the
compulsory acquisition process has been completed.



Orbital has applied 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 on 15 November 2001. It is
anticipated that such cancellation will take effect on 13 December 2001.



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



Enquiries


Sopheon plc                           Tel. +44 (0)1483 883 000
Barry Mence
Arif Karimjee


Buchanan Communications               Tel. +44 (0)20 7466 5000
Steve Liebmann



The Sopheon Directors accept responsibility for the information contained in
this announcement. 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.



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.