The boards of TIBCO Software Inc. ("TIBCO") and Staffware plc ("Staffware" or the "Company") announce that they have agreed the terms of a recommended cash and share offer for the entire issued and to be issued share capital of Staffware to be made by Banc of America Securities Limited ("Banc of America Securities") on behalf of TIBCO outside the United States and by TIBCO in the United States (the "Offer").
The acquisition of Staffware by TIBCO will:
* broaden TIBCO`s solutions for automating and integrating business processes; together, TIBCO`s leading real-time business integration platform and Staffware`s business process management ("BPM") technology have the potential to provide an unparalleled solution to today`s marketplace;
* create a larger software technology leader that addresses the needs of both information technology ("IT") and business users through the complementary mix of TIBCO`s business integration technology and Staffware`s BPM solutions;
* deepen TIBCO`s industry expertise in the finance, insurance, telecom and government sectors with the addition of Staffware`s capabilities in these areas; and
* increase TIBCO`s distribution capabilities through the cross-selling of products into new geographies and an expanded customer and partner base.
TIBCO`s post transaction focus is to ensure that the customer base of both TIBCO and Staffware are successful with their existing investments and will continue to be successful with future projects. Development and support for Staffware`s iProcess product and TIBCO`s BusinessWorks Workflow product will continue forward with no disruption.
The Offer values each Staffware Share at 840 pence and comprises 504 pence in cash and 0.6902 of a New TIBCO Share worth 336 pence based on an exchange rate of US$1.7932 : lb1.00 and a price per TIBCO Share of US$8.73, being the average Closing Price for each TIBCO Share for the five dealing days ended 20 April 2004.
Staffware Shareholders will also retain the right to receive the final dividend of five pence per Staffware Share announced on 16 March 2004.
TIBCO will offer a mix and match election under which Staffware Shareholders who validly accept the Offer may request to vary the proportions in which they receive New TIBCO Shares and cash in respect of their Staffware Shares.
The Offer values the entire issued share capital of Staffware at approximately lb122.8 million and represents a premium of approximately:
* 41 per cent. to the Closing Price of 597.5 pence per Staffware Share on 21 April 2004, the last dealing day immediately prior to the date of this announcement;
* 40 per cent. to the average Closing Price of 598 pence per Staffware Share over the last 30 dealing days immediately prior to the date of this announcement; and
* 54 per cent. to the Enterprise Value of lb65.5 million as based on the Closing Price of 597.5 pence per Staffware Share on 21 April 2004, the last dealing day immediately prior to the date of this announcement.
Based on an exchange rate of US$1.7720 : lb1.00 and a TIBCO share price of US$8.49, being respectively the prevailing exchange rate and the closing price of a TIBCO Share on 21 April 2004 (the last dealing day prior to the announcement of the Offer), the Offer values each Staffware share at 835 pence, which represents a premium of approximately 40 per cent. to the Closing Price of 597.5 pence per Staffware Share on 21 April 2004.
TIBCO has received irrevocable undertakings from the Directors of Staffware to accept the Offer in respect of their entire legal holdings of Staffware Shares representing approximately 9.1 per cent. of the existing issued share capital of Staffware.
The Directors of Staffware who have been so advised by their financial advisers, Dresdner Kleinwort Wasserstein, consider the terms of the Offer to be fair and reasonable. In providing advice to the Directors of Staffware, Dresdner Kleinwort Wasserstein has taken into account the Directors of Staffware`s commercial assessments. Accordingly, the Staffware Directors intend unanimously to recommend that Staffware Shareholders accept the Offer.
Commenting on the Offer, Vivek Ranadive, Chairman and CEO of TIBCO, said:
"We believe business processes are rapidly becoming the most valuable corporate asset. This combination brings two best-in-class technologies together to more completely deliver value to customers investing in BPM solutions. The combination with Staffware will provide TIBCO with immediate additional reach into new and emerging markets including retail banking, insurance, public sector and telecommunications, as well as increased geographic presence within Europe and Asia Pacific. We believe that the combined companies can accelerate market momentum relative to market peers, and set a new standard for what is needed to effectively compete in the BPM market."
John O`Connell, Chairman and CEO of Staffware, said:
"The combination of Staffware and TIBCO brings together two recognised technology leaders with highly complementary skills and product offerings. By combining Staffware`s acknowledged position as one of the leaders in business process management software and TIBCO`s award-winning, standards-based platform for real-time business, we believe that the combined organisation will be able to provide its customers and partners with a powerful combination of products, services and people.
Having actively considered a number of alternative strategies for Staffware, in particular, to achieve sufficient scale in the US market, we believe that TIBCO`s Offer provides attractive value for Staffware`s shareholders without the potential costs and risks associated with the significant investment that would otherwise be required in our North American business."
Share
Editorial contacts