Cognos has to adjust its public tender offer to the shareholders of Frango - announced on 24 August 2004 - by reaching an agreement to eliminate the higher bid premium on the Series A shares (held by Tom L"ofstedt) relative to the Series B shares (valued at 2.8 million Swedish Krona); and increasing the offer to all Frango shareholders by the same amount, or 0.50 Swedish Krona per each Series A and Series B share outstanding.
The adjustment is a response by Cognos and Tom L"ofstedt to comments expressed by some shareholders regarding the fairness of paying a premium for the Series A shares.
The adjustment means that the consideration in the offer is changed as below:
* 85.50 Swedish Krona in cash per Series A share (previously 93.50 Swedish Krona in cash);
* 85.50 Swedish Krona in cash per Series B share (previously 85 Swedish Krona in cash).
The shareholders Livf"ors"akringsaktiebolaget Skandia, Nordea Smabolagsfond Norden and Nordea Invest Nordic Small Cap Fund, which combined represent 14% of the capital and 8.5% of the votes in Frango, have stated that they support the transaction and will accept the adjusted offer provided no higher bid is presented.
Including the previously communicated support for the offer, Cognos has now received undertakings and shareholders` support for shareholdings representing 69% of the outstanding votes and 48.8% of the outstanding capital of Frango. The terms and conditions, and the time schedule of the offer stated in a Cognos press release as of 24 August 2004, as well as in the prospectus dated 1 September 2004, remain unchanged.
Shareholders of Series B shares, who have already tendered their shares, will receive the higher consideration of 85.50 Swedish Krona per share, and are not required to send in any new acceptances to accept the adjusted offer.
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Cognos South Africa is the local subsidiary of Canadian-based Cognos, the world leader in business intelligence (BI) and performance planning software for the enterprise. Companies use Cognos solutions to improve and direct corporate performance. From planning and budgeting, to measuring and monitoring performance, to reporting and analysis, Cognos is the only company to support all of these key management activities with a complete solution that spans all of the essential components of enterprise planning, scorecarding and business intelligence.
More than 22 000 customers in over 135 countries use Cognos to better monitor, understand and drive the successful performance of their business. Cognos customers represent every industry sector including automotive, banking and insurance, energy and natural resources, government, healthcare, manufacturing and pharmaceuticals.
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