Johannesburg, 15 Dec 2006
SecureData, a member of the JSE-listed ERP.com Group and the southern African distributor for Rocket Software, today announced that the latter and Seagull Software have signed a letter of intent for Rocket Software, Inc to make a public offer to acquire 100% of the shares and outstanding stock options of Seagull Holding N.V. (the parent holding company of all Seagull Software entities) in an all-cash transaction valued at EUR4.68 per share.
The letter of intent includes customary binding provisions relating to costs, confidentiality, exclusivity, competing offers, break-up fees and standstill. The remainder of the letter of intent is non-binding on the parties.
The acquisition is subject to certain requirements including due diligence; execution of a mutually-acceptable definitive purchase agreement; approval of financing by Rocket Software's financing institutions; approval by the Supervisory Board of Seagull Holding N.V. and various other customary conditions.
Accordingly, while completion of the transaction is targeted for the first quarter of 2007, no assurances can be made that the transaction will be consummated.
Newton, Massachusetts-based Rocket Software is a privately-held company with over 350 employees across its operations in the United States, Europe and Asia. Consistently profitable since its founding in 1990, Rocket Software has a history of successful acquisitions. Many of the company's products are licensed on an OEM basis and sold under global brand names such as IBM, Microsoft, RSA, EMC, Motorola, Lucent and HP.
Also founded in 1990, Seagull Software's holding company shares are publicly traded on the Euronext stock exchange in Amsterdam. The company has 170 employees across its corporate offices in the Netherlands and United States and its subsidiaries in Canada, the United Kingdom, France and Germany.
"Our strategy is to strengthen and expand Rocket's core OEM-focused business through acquisitions, and the acquisition of Seagull Software would give us the ability to leverage Seagull Software's considerable customer base and presence in the SOA, legacy integration and Web services software market," commented Andy Youniss, CEO of Rocket Software.
"The two companies are a perfect match, and we are very excited about the technology, talent and customer relationships that Seagull Software would bring to Rocket Software."
"We are very pleased to have reached a preliminary understanding with Rocket Software for a transaction that will benefit our shareholders, our customers and our employees," added Don Addington, CEO and President of Seagull Software. The combined companies would constitute a much more significant force in the enterprise software market, a strong foundation for continued organic and strategic growth; and an unparalleled enterprise customer service team."
Investors are cautioned that this announcement includes forward looking statements that are subject to risks and uncertainties that include (but are not limited to) the non-binding nature of portions of the letter of intent, successful completion of all activities required to effect the transaction, and the timing of the transaction.
For further information, please contact Andrew Ochse at telephone (011) 790 2500; fax (011) 790 2599; e-mail andrewo@securedata.co.za.
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