Geac Computer (NASDAQ:GEAC)
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From Jul 2019 to Jul 2024
Geac Computer Corporation Limited (TSX: GAC and NASDAQ:
GEAC) today announced that Glass Lewis & Co., a leading independent
proxy advisory firm, has recommended that its clients vote to elect
Geac's slate of nominees to the Company's Board of Directors. In
addition, a significant Geac shareholder, the Ontario Teachers'
Pension Plan ("OTPP"), an independent corporation with net assets of
approximately $88 billion that is responsible for investing the fund's
assets and administering the pensions of Ontario's 158,000 elementary
and secondary school teachers and 101,000 retired teachers, has said
publicly that it will vote for all of Geac's Board nominees.
Geac's Board nominees last week received the recommendation of
Institutional Shareholder Services Canada ("ISS Canada"). All of
Geac's eight current directors are standing for reelection at the
Company's annual meeting on September 13, 2005.
Glass Lewis stated in its report, "We believe the Company has
demonstrated its ability to create real value for shareholders,
particularly since the management change in August 2003. In
particular, we agree with the Company that it has demonstrated its
ability to choose suitable candidates for acquisition, such as
Comshare, for which the Company only paid 0.66 times revenue. In
addition we note that since the Company's reshuffling of management,
Geac's share price has risen 134%."
The Glass Lewis report continues, "We do not believe the dissident
nominees have demonstrated sufficient cause for removing the incumbent
directors. While we understand that Crescendo has some apprehension
regarding the sudden availability of a large amount of cash and
credit, we believe the board has demonstrated its ability to
effectively pursue strategic and accretive business opportunities. It
is, in fact, the Company's commendable performance over the past two
years that has generated a good chunk of the available capital.
Furthermore, we find the withdrawal of Crescendo's previous nominee,
Gerry Smith, to be somewhat troubling. The abrupt change of nominees
calls into question whether a suitably rigorous process was utilized
by Crescendo to identify appropriate candidates. Accordingly, we
recommend that shareholders vote FOR all management nominees, and NOT
VOTE the dissident "gold" card. "
C. Kent Jespersen, Non-Executive Chairman of Geac, said, "This
endorsement from Glass Lewis comes on the heels of a similar
endorsement that we received last week from ISS Canada. The fact that
both Glass Lewis and ISS Canada have recommended our nominees, and
that Ontario Teachers' Pension Plan is voting for our full slate, are
resounding acknowledgments that this Company and its Board are working
in the best interests of shareholders."
Crescendo has targeted two of the current Geac Board members,
Michael D. Marvin and Robert L. Sillcox, to be replaced by dissident
nominees. The Board believes these two directors have extensive,
highly relevant experience and have made invaluable contributions to
Geac. Geac's current Board members collectively have extensive
industry and corporate governance experience and are dedicated to
supporting Geac's success through responsible and well-considered
strategic actions that create and return value to all shareholders.
Geac encourages shareholders to vote to reelect Geac's slate of
eight directors. Shareholders can vote by phone, internet or mail, and
instructions can be found on the white proxy form. If shareholders
have questions about voting, they can contact Geac's proxy solicitor,
Georgeson Shareholder Communications, toll-free at (866) 765-7561.
About Geac
Geac is a leading global provider of software and services for
businesses and governmental bodies providing customers with financial
and operational technology solutions to optimize their financial value
chain. Further information is available at http://www.geac.com or
through email at info@geac.com.
This press release contains forward-looking statements of Geac's
intentions, beliefs, expectations and predictions for the future.
These forward-looking statements often include use of the future tense
with words such as "will," "may," "intends," "anticipates," "expects"
and similar conditional or forward-looking words and phrases. These
forward-looking statements are neither promises nor guarantees. They
are only predictions that are subject to risks and uncertainties, and
they may differ materially from actual future events or results. Geac
disclaims any obligation to update any such forward-looking statements
after the date of this release. Among the risks and uncertainties that
could cause a material difference between these forward-looking
statements and actual events include, among other things: our ability
to increase revenues from license sales, cross-sell into our existing
customer base and reduce customer attrition; whether we can identify
and acquire synergistic businesses and, if so, whether we can
successfully integrate them into our existing operations; whether we
are able to deliver products and services within required time frames
and budgets to meet increasingly competitive customer demands and
performance guarantees; risks inherent in fluctuating international
currency exchange rates in light of our global operations and the
unpredictable effect of geopolitical world and local events; whether
we are successful in our continued efforts to manage expenses
effectively and maintain profitability; our ability to achieve revenue
from products and services that are under development; the uncertain
effect of the competitive environment in which we operate and
resulting pricing pressures; and whether the anticipated effects and
results of our new product offerings and successful product
implementation will be realized. These and other potential risks and
uncertainties that relate to Geac's business and operations are
summarized in more detail from time to time in our filings with the
United States Securities and Exchange Commission and with the Canadian
Securities Administrators, including Geac's most recent quarterly
reports available through the website maintained by the SEC at
www.sec.gov and through the website maintained by the Canadian
Securities Administrators and the Canadian Depository for Securities
Limited at www.sedar.com.
Geac is a registered trademark of Geac Computer Corporation
Limited. All other marks are trademarks of their respective owners.