The boards of directors and the founders of Navision Software and Damgaard recommend a merger under the name of NavisionDamgaard.
The merger is intended to create an even stronger international provider of integrated business solutions with the strength to participate in international industry consolidation
The management`s expect to achieve positive sales and cost synergies
Shares will be exchanged to the effect that shareholders will receive 1 share in the continuing company, NavisionDamgaard, for each Damgaard share held (the weighted average "All trade" prices during the last ten business days have been DKK 227 per Navision Software share and DKK 226 per Damgaard share).
Waldemar Schmidt is expected to be appointed Chairman of NavisionDamgaard, and Hans Werdelin is expected to become Deputy Chairman.
Jesper Balser (Navision Software) and Preben Damgaard (Damgaard) are expected to be named joint chief executive officers of the new company.
The merger proposal is recommended for approval at the extraordinary general meetings which are expected to be held by the two companies on December 21, 2000, and Navision Software a/s will be the continuing company.
The board of directors of Navision Software and Damgaard recommend at merger of the two companies under the name of Navision Damgaard a/s.
The founders of Navision Software, who together represent some 60% of the shares in Navision Software, and the founders of Damgaard, who together represent some 64% of the shares in Damgaard, recommend the merger.
The principal grounds for recommending the merger are:
The desire to create an even stronger international business with the strength to proactively participate in international industry consolidation.
The opportunities available in the mid market form a merged company with a leading end-to-end product portfolio based on Microsoft technology.
The opportunities available from combining Damgaard`s and Navision Software`s technologically-advanced product portfolios with Navision Software`s proven success in executing an international business model.
The merger is expected to create a powerful NavisionDamgaard with
a global customer base of approximately 120,000 installations;
a strong international business partner channel of more than 2,000 business partners;
a presence in 25 countries; and
more than 1,000 employees.
The merged company is expected to achieve a number of growth synergies as the result of a complementary product portfolio, faster time-to-market for new products, improved market coverage as well as the financial strength to generate growth through value-adding acquisitions.
Significant cost synergies are expected to be derived from a merger of the two companies. These synergies are expected to be gradually achieved during the 2001 calendar year. When the integration has been fully implemented, the merged company`s annual cost level is expected to be at least DKK 140 million lower than if the companies had continued as independent units.
It is NavisionDamgaard`s objective to win market share and to generate an operating profit before amortization of goodwill (EBITA)of about 20% of revenues within a three-year period.
The merger is expected to be carried out in pursuance of Part 15 of the Danish Companies Act with Navision Software a/s as the continuing company and Damgaard A/S as the discontinuing company. The merger will be submitted for the approval of the shareholders attending the extraordinary general meetings in Damgaard A/S and Navision Software a/s, respectively, expected to be held on December 21, 2000.
The shareholders of Damgaard will receive one share in NavisionDamgaard for each Damgaard share held. The shareholders of Damgaard will get an ownership share of about 28% in the merged company, while existing shareholders in Navision Software will hold some 72%.
Waldamar Schmidt is expected to be appointed to the position of Chairman of the Board of Directors, and Hans Werdelin is expected to become Deputy Chairman. Jesper Balser, Navision Software a/s and Prehen Damgaard, Damgaard A/S are expected to be named joint chief executive officers of the new company, NavisionDamgaard a/s.
Share