Ross Systems (NASDAQ:ROSS)
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chinadotcom and Ross Systems Provide Update on Merger
HONG KONG and ATLANTA, August 24 /Xinhua-PRNewswire-FirstCall/ -- chinadotcom
corporation ("chinadotcom") (Nasdaq: CHINA; http://www.corp.china.com/) and
Ross Systems, Inc. ("Ross Systems") (Nasdaq: ROSS; http://www.rossinc.com/)
today announced that the currently scheduled closing date for the acquisition
of Ross Systems by chinadotcom is 10:00 a.m. EDT on August 26, 2004. The
average closing price of chinadotcom shares for the 10 trading days preceding
the second trading day before the anticipated closing date is US$4.31. As a
result, the exchange ratio for stockholders of Ross Systems who elected to
receive US$19.00 in a combination of cash and chinadotcom shares in connection
with the merger is 3.25.
Because the 10-day average closing price for chinadotcom shares was below
US$8.50, chinadotcom has the option to adjust the exchange ratio to increase
the amount of cash and decrease the number of chinadotcom shares to be received
by Ross stockholders who elected to receive a combination of cash and
chinadotcom shares as merger consideration. In the event chinadotcom exercises
its option to adjust the exchange ratio, it will deliver notice to Ross Systems
of the adjusted exchange ratio prior to the closing date. In such case, Ross
Systems stockholders would still be entitled to receive US$19.00 in a
combination of cash and chinadotcom shares for each share of Ross Systems
common stock, but would receive more than US$5.00 in cash per share and less
than US$14.00 worth of chinadotcom shares for each share of Ross Systems common
stock.
chinadotcom is a leading integrated enterprise software and mobile applications
company in China and internationally. Ross Systems 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.
About chinadotcom corporation
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 1,400 employees with
operations in over 14 countries.
For more information about chinadotcom corporation, please visit the website
http://www.corp.china.com/ .
About Ross Systems Inc.
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 1,200 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 Systems' 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/ .
Forward Looking Statements
This press release contains forward-looking statements, including those
relating to the closing of the transaction between Ross Systems and
chinadotcom. Forward-looking statements include statements about plans and
proposals for future actions, or events or conditions that may occur in the
future. The words "believe," "expect," "intend," "anticipate," variations of
such words, and similar expressions identify forward-looking statements, but
their absence does not mean that a statement is not forward-looking. Forward-
looking statements are based on the opinions and estimates of management at the
time the statements are made and are subject to risks and uncertainties and
other factors that could cause actual events, conditions or results to differ
materially from those anticipated in the forward-looking statements, as a
result of a variety of risks, uncertainties and other factors, including,
without limitation the possibility that conditions to closing of any
acquisition agreement may not be satisfied, that one or more third parties may
make competing acquisition proposals, commence litigation or take other action
to seek to delay or prevent consummation of a transaction, or other events.
Ross Systems and chinadotcom assume no obligation to update forward-looking
statements to reflect future events.
For further information, please contact:
chinadotcom corporation
Media Relations
Jane Cheng, Public Relations
Tel: (852) 2961 2750
Fax: (852) 2571 0410
Email:
Investor Relations
Craig Celek, Vice President, Investor Relations
Tel: 1-212-661-2160
Fax: 1-973-591-9976
Email:
Ross Systems, Inc.
Robert B. Webster, Ross Systems, Inc.
Tel: 1 (770) 351-9600
Email:
DATASOURCE: chinadotcom corporation
CONTACT: Media Relations - Jane Cheng, Public Relations,
+852-2961-2750, or fax, +852-2571-0410, or , Investor
Relations - Craig Celek, Vice President, Investor Relations, +1-212-661-2160,
or fax, +1-973-591-9976, or , both of chinadotcom
corporation; Robert B. Webster of Ross Systems, Inc., +1-770-351-9600,
Web site: http://www.corp.china.com/