-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PJL+SK5i29Ysl5fdOKWkzS+6naZEan/SdwYXKhreOrj1ahRTJnrjk+tcGXLDe/iS EoOtX8+3KOq9vnF7HRxRbg== 0001104659-05-053850.txt : 20051109 0001104659-05-053850.hdr.sgml : 20051109 20051109110935 ACCESSION NUMBER: 0001104659-05-053850 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051101 FILED AS OF DATE: 20051109 DATE AS OF CHANGE: 20051109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEAC COMPUTER CORP LTD CENTRAL INDEX KEY: 0001145047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50568 FILM NUMBER: 051188364 BUSINESS ADDRESS: STREET 1: 11 ALLSTATE PARKWAY STREET 2: SUITE 300 CITY: MARKHAM ONTARIO CANADA L3R 9T8 STATE: A6 ZIP: 00000 BUSINESS PHONE: 9059403704 6-K 1 a05-19956_16k.htm CURRENT REPORT OF FOREIGN ISSUER

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of: November 2005

 

Commission File Number: 0-50568

 

Geac Computer Corporation Limited

(Translation of registrant’s name into English)

 

11 Allstate Parkway, Suite 300, Markham, Ontario L3R9T8 Canada

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.   Form 20-F  o Form 40-F  ý

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  o  No  ý

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

 

 



 

                On November 8, 2005, Geac Computer Corporation Limited (the “Geac”) filed on the SEDAR website maintained by the Canadian Depository for Securities Limited at www.sedar.com a press release, issued on November 7, 2005, with regard to Geac’s agreement with Golden Gate Capital for the acquisition of Geac by way of a plan of arrangement of all of Geac’s shares in an all-cash transaction valued at US$11.10 per share.  A copy of this press release is attached as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

 

 

 

SIGNATURES

 

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GEAC COMPUTER CORPORATION LIMITED

 

 

 

/s/ Jonathan D. Salon

 

 

Jonathan D. Salon

 

 

Vice President and

 

 

Deputy General Counsel

 

 

 

 

Date: November 9, 2005

 

2



 

EXHIBIT INDEX

 

Number

 

Title

 

 

 

99.1

 

Press Release issued on November 7, 2005

 

3


EX-99.1 2 a05-19956_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

GEAC SENDS FOLLOWING LETTER TO SHAREHOLDERS

ANNOUNCING AGREEMENT FOR

GOLDEN GATE TO ACQUIRE COMPANY

 

MARKHAM, OntarioNovember 7, 2005

 

Dear Fellow Shareholder:

 

We are writing to inform you that today Geac’s Board of Directors reached an agreement with Golden Gate Capital for the acquisition by way of a plan of arrangement of all of Geac’s shares in an all-cash transaction valued at US$11.10 per share (which, based on Friday’s Bank of Canada exchange rate, was CDN$13.11). This represents a 27% premium to Geac’s closing stock price on Friday, November 4, 2005 and is equivalent to 1.86x trailing 12-month revenue.

 

This transaction is the culmination of a detailed strategic review undertaken by your Board. As you may know, for more than ten months Geac has been working with our financial advisor Bear, Stearns & Co., Inc., to explore strategic and financial alternatives in order to maximize value for our shareholders. We examined acquisitions to grow the business and generate shareholder value, as well as options for selling the Company to deliver an immediate premium to shareholders. While we identified some potential acquisitions, we walked away from them because of valuation concerns. As a part of this review, the Company also responded to several inquiries from potential purchasers of Geac and conducted a thorough financial and legal review with a number of interested parties.

 

The transaction with Golden Gate, in the Board’s view, represents the best value for shareholders and the best future opportunities for our employees, our customers and our products. Golden Gate, a private equity firm, seeks to integrate technology companies that can grow significantly faster together than they could on their own. Its goal is to combine comprehensive enterprise software with best-of-breed market expertise to create a new class of “superbreed” software. It’s a strategy that is working and is the primary reason why Golden Gate sought out Geac.

 

Our Board and management have always been committed to delivering value for our shareholders, and we believe our actions over the past five years are illustrative of this. For shareholders, we have achieved an offered price of US$11.10, a per share value we have not approached in more than five years and a 38.7% premium to enterprise value.

The Golden Gate offer has received unanimous approval from the Independent Committee of our Board and the Board of Directors itself. In addition to the assistance of Bear, Stearns & Co. Inc., the Independent Committee also received a fairness opinion from CIBC World Markets. Our Board unanimously believes that the Golden Gate’s offer presents you, our shareholders, with the best method for maximizing your investment with the least amount of risk. A circular with respect to the Special Meeting to consider approval of the plan of arrangement, which will include particulars regarding voting, will follow at a later date.

 



 

We thank you for your continuing support.

 

Sincerely,

 

 

 

(Signed)

 

 

 

Charles S. Jones

 

President and Chief Executive Officer

 

 

 


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