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chinadotcom and Ross Systems Amend Definitive Merger Agreement
HONG KONG and ATLANTA, Jan. 7 /PRNewswire-FirstCall/ -- Ross Systems, Inc. and
chinadotcom corporation 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
http://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.
About chinadotcom
chinadotcom corporation (NASDAQ:CHINA) ( Website: http://www.corp.china.com/ )
is a leading integrated enterprise software and mobile applications company
focused on China and internationally. The company has over 1,000 employees with
operations in over 14 countries.
CDC Software, a wholly owned subsidiary of chinadotcom, is focused on providing
Enterprise Resource Planning ("ERP") software and solutions in China, as well as
internationally. In September 2003, it completed the acquisition of a
controlling stake in Industri-Matematik International ("IMI"), an international
provider of mission critical SCM software for multinationals and large
enterprises, based in New Jersey, U.S. with key operations in the U.S. and
Europe. It also owns Executive Suite, a sophisticated Business Intelligence
("BI") tool with advanced financial analytics functionality based on Microsoft
technology, and has invested in CIP Software, a European-based software company
with exclusive distribution rights for Executive Suite in Europe, the Middle
East and Africa. In addition, CDC Software has established strategic
partnerships with leading international software vendors to localize and resell
their software products throughout the Asia Pacific region. It currently has
over 1,000 customer site installations and 600 enterprise customers in China and
internationally.
During Q4 2003, chinadotcom announced the intention to acquire Ross Systems,
Inc., a Nasdaq-listed global provider of enterprise software for process
manufacturers based in Atlanta, Georgia, U.S. with significant subsidiary
operations in Western Europe and Pivotal Corporation ("Pivotal"), a
Nasdaq-listed Customer Relationship Management company with clients worldwide
based in Vancouver, Canada. chinadotcom expects to conclude the acquisitions of
Ross Systems and Pivotal by no later than the first half of calendar year 2004,
subject to the respective approvals of Ross Systems' and Pivotal's stockholders
and certain regulatory approvals.
CDC Outsourcing, a wholly owned subsidiary of chinadotcom, aims to take
advantage of the global trend of companies looking to outsource to China by
positioning its CMM (Capability Maturity Model) Level 3 certified Software
Development Center's capabilities as an outsourcing conduit for economical,
high-quality software development for the large customer base of chinadotcom's
acquired companies. Its current outsourcing capability includes operations in
the United Kingdom, Australia, and the U.S., with some 350 consultants,
complemented by a partnership with vMoksha in India with over 500 more
outsourcing staff servicing software companies internationally.
For more information about chinadotcom corporation, CDC Software and CDC
Outsourcing, please visit the Web site http://www.corp.china.com/ .
About Ross Systems
Ross Systems, Inc. (NASDAQ:ROSS) delivers innovative software solutions that
help manufacturers worldwide fulfill their business growth objectives through
increased operational efficiencies, improved profitability, strengthened
customer relationships and streamlined regulatory compliance. Focused on the
food and beverage, life sciences, chemicals, metals and natural products
industries and implemented by over 1,000 customer companies worldwide, Ross
Systems' family of Internet-architected solutions is a comprehensive, modular
suite that spans the enterprise, from manufacturing, financials and supply chain
management to customer relationship management, performance management and
regulatory compliance.
Publicly traded on the NASDAQ since 1991, Ross System's global headquarters are
based in the U.S. in Atlanta, Georgia, with sales and support operations around
the world. For more information about Ross Systems, please visit
http://www.rossinc.com/ .
Ross Systems and its directors, executive officers and employees may be
soliciting proxies from its stockholders to vote in favor of the transaction.
Information concerning persons who may be considered participants in the
solicitation of Ross Systems' stockholders under SEC rules is set forth in the
preliminary proxy statement / prospectus filed by chinadotcom corporation on
October 24, 2003 as Amendment No. 1 to the Form F-4 filed on October 3, 2003.
Safe Harbor Statements
Statements in this press release which express that Ross Systems, Inc. or
chinadotcom corporation "believes," "anticipates," "expects," "estimates,"
"plans," or "should begin to..." and other statements which are not historical
fact, are forward-looking statements within the meaning of "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. Actual
events or results may differ materially as a result of risks and uncertainties,
including the risk to both companies that the acquisition contemplated by the
definitive merger agreement will not be consummated, the risk that expected
benefits of the contemplated acquisition may not be realized, risks related to
quarterly fluctuation of Ross Systems' software product license revenue,
weakening of customer demand for enterprise systems, Ross Systems' maintenance
of a minimal backlog and the uncertainty of demand for new product offerings by
Ross Systems and chinadotcom, and other risks and uncertainties described in
reports filed by Ross Systems and chinadotcom with the SEC. In particular,
further information on risks or other factors that could affect chinadotcom's
results of operations is detailed in its filings with the United States
Securities and Exchange Commission, including chinadotcom's Annual Report for
the year ended December 31, 2002 on Form 20-F filed on June 16, 2003 and the
preliminary proxy statement / prospectus filed by chinadotcom on October 24,
2003 as Amendment No. 1 to the Form F-4 filed on October 3, 2003. Ross Systems
and chinadotcom corporation caution that there can be no assurance that actual
results or conditions will not differ materially from those projected or
suggested in the forward-looking statements in this press release. Ross Systems
and chinadotcom corporation have no intent or obligation to update these
forward-looking statements.
Ross Systems:
FOR MORE INFORMATION:
Robert B. Webster, Ross Systems, Inc.
(770) 351-9600
chinadotcom corporation:
FOR MORE INFORMATION:
Media Relations Investor Relations
Jane Cheng, Public Relations Manager Craig Celek, US, VP, Investor
Relations
Tel : (852) 2961 2750 Tel : 1 (212) 661 2160
Fax : (852) 2571 0410 Fax : 1 (973) 591 9976
e-mail: e-mail :
DATASOURCE: Ross Systems, Inc.
CONTACT: Robert B. Webster of Ross Systems, Inc., +1-770-351-9600, or
; or Media Relations, Jane Cheng, Public Relations
Manager, (852) 2961 2750, or fax, (852) 2571 0410, or email,
, or Investor Relations, Craig Celek, US, VP, Investor
Relations, +1-212-661-2160, or fax, +1-973-591-9976, or e-mail,
, both of chinadotcom corporation
Web site: http://www.rossinc.com/
http://www.corp.china.com/