-----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, JqsPvcX8hhiGHVKyMZZEkwvREoILbDNwNCVDN/03U5LV+FyENrpunlHAkErq99wI ROg0rb/ZZPZ1wfCQtdT1fg== 0000950135-03-003620.txt : 20030623 0000950135-03-003620.hdr.sgml : 20030623 20030623164439 ACCESSION NUMBER: 0000950135-03-003620 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20030623 GROUP MEMBERS: CONDUCTOR ACQUISITION CORP. FILED BY: 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: SC TO-C BUSINESS ADDRESS: STREET 1: 11 ALLSTATE PARKWAY STREET 2: SUITE 300 CITY: MARKHAM ONTARIO CANADA L3R 9T8 STATE: A6 ZIP: 00000 BUSINESS PHONE: 9059403704 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMSHARE INC CENTRAL INDEX KEY: 0000201513 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 381804887 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-30480 FILM NUMBER: 03753603 BUSINESS ADDRESS: STREET 1: 555 BRIARWOOD CIRCLE STREET 2: P O BOX 1588 CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 3139944800 MAIL ADDRESS: STREET 1: P O BOX 1588 STREET 2: 555 BRIARWOOD CIRCLE CITY: ANN ARBOR STATE: MI ZIP: 48108 SC TO-C 1 b47002gcsctovc.htm GEAC COMPUTER CORPORATION LTD RE: COMSHARE, INC. sctovc
Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_____________________

SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

Comshare, Incorporated
(Name of Subject Company (Issuer))

Conductor Acquisition Corp.
(Offeror)
an indirect wholly-owned subsidiary of
Geac Computer Corporation Limited
(Parent of Offeror)
(Names of Filing Persons)

Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)

205912108
(CUSIP Number of Class of Securities)

Paul D. Birch
President and CEO
Geac Computer Corporation Limited
11 Allstate Parkway, Suite 300
Markham, Ontario L3R 9T8
Canada
(905) 475-0525

(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

with copies to:
Robert W. Sweet, Jr., Esquire
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210

Calculation of Filing Fee

     
Transaction valuation   Amount of filing fee

 
Not Applicable*
 
Not Applicable*

 


Table of Contents


*   A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

      Amount Previously Paid: Not Applicable
 
      Form or Registration No.: Not Applicable
 
      Filing Party: Not Applicable
 
      Date Filed: Not Applicable

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 


Item 12. Exhibit.
Exhibit Index
Ex-99.1 Press Release dated June 23, 2003
Ex-99.2 Paul Birch script for conference call
Ex-99.3 Dennis Ganster script for conference call
Ex-99.4 Key messages/talking points


Table of Contents

Item 12. Exhibit.

     
99.1   Press release issued on June 23, 2003.
99.2   Paul Birch script for conference call on June 23, 2003.
99.3   Dennis Ganster script for conference call on June 23, 2003.
99.4   Key messages/talking points for conference call on June 23, 2003.

Exhibit Index

     
Exhibit    
No.   Description

 
99.1
  Press release issued on June 23, 2003.
99.2
  Paul Birch script for conference call on June 23, 2003.
99.3
  Dennis Ganster script for conference call on June 23, 2003.
99.4
  Key messages/talking points for conference call on June 23, 2003.

  EX-99.1 3 b47002gcexv99w1.htm EX-99.1 PRESS RELEASE DATED JUNE 23, 2003 exv99w1

 

Exhibit 99.1

     
 
Geac Logo
   

News Release

GEAC TO ACQUIRE COMSHARE

- US $52 Million Acquisition Delivers High-Value Financial Applications to Broaden
Geac’s Business Performance Management Suite -
NOTICE: Investor Conference Call Today at 9:00 AM EDT at 800-387-6216

Markham, ON and Southborough, MA – June 23, 2003 – Geac (TSX: GAC), a global enterprise software company for business performance management, today announced it has entered into a definitive merger agreement to acquire Comshare, Incorporated (Nasdaq: CSRE), a leading provider of corporate performance management software, for US $52 million in cash, by way of a cash tender offer, to be followed by a cash merger. Under the terms of the definitive agreement, Comshare shareholders will receive US$ 4.60 in cash for each share of Comshare common stock held, representing a 31% premium to Comshare’s trailing 20-day average share price. This latest acquisition broadens Geac’s suite of business performance management solutions with the addition of Comshare’s MPC™ suite of planning, budgeting, forecasting, financial consolidation, and management reporting and analysis solutions. The Comshare acquisition follows the successful purchase of Extensity on March 6, 2003. Comshare’s Board of Directors has unanimously approved the transaction and agreed to recommend that its shareholders accept it.

Geac plans for the tender offer to close by August 2003 and expects the transaction to be accretive to earnings 90 days following completion of the merger as the business is integrated into existing Geac operations. Additional transaction terms are set out below.

“At our annual shareholder meeting last October, we outlined Geac’s business performance management strategy, and this acquisition represents yet another step in our journey to execute on that strategy and get Geac growing again,” said Paul D. Birch, President & CEO of Geac. “Comshare is expected to add roughly 12% to Geac’s annualized revenue, based on the last twelve months of reported revenue from each company. Geac can now participate in a new US$ 1 billion market growing over 10% per year. This acquisition is designed to build long-term shareholder value for Geac.”

 


 

“Comshare’s MPC suite of financial planning, budgeting, forecasting and consolidation software provides many new products to cross-sell to our more than 5,000 enterprise customers, since MPC appeals to the same CFOs and corporate controllers that rely on Geac’s ERP transaction systems today,” said James M. Travers, Senior Vice President and President, Geac Americas. “This addition to the Geac product line is in direct response to demand from Geac customers. Even more importantly, we also expect to continue to sell aggressively to many new customers who use non-Geac ERP systems. These two revenue streams are a powerful combination, so we believe that we can accelerate the revenue growth of MPC.” Travers also observed that Comshare MPC has approximately 500 customers worldwide, and enjoys a strong customer satisfaction rating. In a recent third-party survey, 91% of Comshare customers said they would buy MPC again.

“From a technology perspective, Comshare’s MPC application is the industry’s only fully integrated, highly scalable suite of budgeting, forecasting, planning, and consolidation modules running a single shared database,” said Tim Wright, Chief Technology Officer of Geac. “It is built on a solid new technology base, with product strengths that are well known to industry analysts. The product has demonstrated its high scalability in demanding environments, with several Fortune 500 customers that have more than 1,000 users each.”

Following the close of the transaction, Geac plans to standardize on Comshare MPC for internal use by its divisions worldwide and begin to implement the suite, replacing Geac’s current budgeting and consolidation applications.

Transaction Terms

The acquisition will be accomplished by a cash tender offer at US$4.60 per share for all of Comshare’s outstanding common stock, which is expected to be commenced on or before July 3, 2003 by Conductor Acquisition Corp., a wholly owned subsidiary of Geac, followed by a cash merger in which any outstanding shares not tendered will be acquired by Conductor Acquisition Corp. for US$4.60 per share. In connection with the closing of the tender offer, all outstanding Comshare stock options become immediately exercisable by their terms. In connection with the merger, all outstanding stock options will be cancelled and holders of outstanding stock options to purchase approximately 1.4 million shares of Comshare’s common stock at exercise prices less than US$4.60 per share will, assuming they have not been exercised prior to completion of the merger,

2


 

receive in cash an aggregate of approximately US$2.2 million, representing the difference between the approximate US$4.0 million aggregate exercise price which otherwise would have been paid by the holders, and the approximate US$6.2 million aggregate value of the shares underlying the options at the offer price of US$4.60 per share.

The tender offer is expected to be consummated by August 2003, and, assuming at least 90% of Comshare’s outstanding common stock is tendered, the merger will close immediately thereafter. The transaction is subject to regulatory clearance, approval by Comshare’s stockholders (if less than 90% of Comshare’s outstanding shares are acquired by Geac in the tender offer) and other customary closing conditions. The holders of approximately 15% of Comshare’s outstanding common stock, including Dennis Ganster, Comshare’s Chief Executive Officer, Codec Systems Ltd. and Anthony Stafford, have agreed to support the transaction and to tender their shares to Geac.

The Board of Directors of Geac has received a favorable independent fairness opinion respecting the financial terms of the Comshare merger from Yorkton Securities Inc.

Business Performance Management

Geac’s approach to business performance management goes beyond mere financial analytics by linking a company’s operational and financial processes with management, planning and control solutions. These solutions and services help automate, measure and improve its customers’ businesses for better performance. Comshare products will be integrated into Geac’s existing application offerings through the use of Geac’s application integration framework, which is designed to speed integration and maximize interoperability between disparate applications. This represents an important step in Geac’s ongoing efforts to build a complete suite of front office applications.

Serving Customer Needs, Growth Market

In a global assessment of customers’ IT requirements, approximately 33% of Geac’s ERP customers surveyed said that they are interested in acquiring improved business intelligence and reporting tools, such as budgeting, planning and forecasting. These organizations are looking for products that enable them to extract more value from their investment in Geac ERP to monitor and manage overall performance more effectively. Additionally, enterprises face the increasing need for integration, analytics and real-time data access to comply with stricter public disclosure mandates.

3


 

According to the May 2003 IDC report entitled “Worldwide Financial and BPM Analytic Applications Software Forecast and Analysis, 2003 – 2007,” business performance management and financial analytics applications in 2002 out-performed enterprise application software and business intelligence tools, growing 8.8%. IDC also forecasts this market segment to exceed US$ 1 billion in 2003 and for its compound annual growth to accelerate to more than 10% per year through 2007, which is faster than most enterprise software sectors.

“The tough financial climate puts added pressure on measuring and optimizing business performance, and financial analysis and planning are key to these objectives,” said Henry Morris, Senior Vice President for Financial Analytics, IDC. “In addition, the specter of increased regulation (via Sarbanes-Oxley and other new government policies) puts pressure on organizations to streamline their financial processes. When executives are held responsible for the accuracy of these reports, as well as for delivering early warnings of changes, there is ample justification for prioritizing investments in financial analysis and business performance management.”

Conference Call Notice

Management from both Geac and Comshare will host a conference call today, Monday, June 23, 2003 at 9:00 AM EDT to discuss the transaction. Listeners can access the conference call at 416-405-9328 or1-800-387-6216 or via webcast at http://www.investors.geac.com. A replay of the conference call will be available from June 23, 2003 at 11:00 a.m. to June 30, 2003 at 11:59 p.m. EDT. The replay can be accessed at 416-695-5800 or 1-800-408-3053. The pass code for the replay is 1441210.

The call will be audio-cast live and archived for 90 days at http://www.investors.geac.com.

About Comshare, Incorporated

Comshare, Incorporated is a leading provider of software that helps companies implement and execute strategy. Comshare’s corporate performance management application encompasses planning, budgeting, forecasting, financial consolidation, management reporting, and analysis. In business for over 35 years, Comshare is one of the top independent software companies, with Fortune 500 and Financial Times Top 1000 customers around the world. Comshare is a Business Objects partner, a Siebel Software Partner, and a Microsoft Gold Certified Partner for Business

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Intelligence and Software. For more information on Comshare, call 1-800-922-7979, send email to info@comshare.com or visit Comshare’s website at www.comshare.com.

About Geac

Geac (TSX: GAC) is a global enterprise software company for business performance management, providing customers worldwide with the core financial and operational solutions and services to improve their business performance in real time. Further information is available at http://www.geac.com or through e-mail at info@geac.com.

All Geac products and services referred to herein are the registered trademarks or trademarks of Geac Computer Corporation Limited or its subsidiaries. All other brand or product names are registered trademarks or trademarks of their respective holders.

Additional Information

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Comshare. Geac has not commenced the tender offer for shares of Comshare. Upon commencement of the tender offer for shares of common stock of Comshare, which is expected to occur on or before July 3, 2003, Geac will file with the Securities and Exchange Commission a tender offer statement on Schedule TO, and Comshare will file with the Commission a solicitation/recommendation statement on Schedule 14D-9. Comshare stockholders are advised to read Geac’s tender offer statement and Comshare’s solicitation/recommendation statement when they are available because they will contain important information about Geac, Comshare, the tender offer and the merger. Comshare stockholders may obtain free copies of these statements, when available, from the Securities and Exchange Commission’s website at www.sec.gov, or by contacting Geac Investor Relations at 905-475-0525 x3325 or investor@geac.com or Comshare Investor Relations at 734-994-4800 or bjarzynski@comshare.com.

Safe Harbor Statement

This press release contains forward-looking statements that are based on current expectations, including statements regarding the timing of the consummation of the tender offer and merger, the expected benefits to Geac customers of the merger, and the effect of the merger on Geac’s financial condition and results of operations. These forward-looking statements entail various risks or uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Important factors that could cause such differences include the timing of completion of the regulatory review process, the possibility that approval of Comshare’s

5


 

stockholders may be required and, if required, may not be obtained or may be delayed, the possibility that other closing conditions in the merger agreement may not be satisfied, the risk that Geac may encounter unanticipated difficulties in integrating the business and products of Comshare with its own, the risk that important customers, suppliers, business partners or key executives of Comshare might terminate their business relationships with Comshare, which could detract from the expected benefits to Geac of the merger, and other risks and uncertainties described under the heading “Risk Factors” in Geac’s Registration Statement on Form F-4, No. 333-103019, filed with the United States Securities and Exchange Commission (copies of which are available through the website maintained by the Commission at www.sec.gov and through the website maintained by the Canadian Depository for Securities Limited at www.sedar.com), and under the heading “Safe Harbor Statement” in Comshare’s Quarterly Report on Form 10-Q for the three months ended March 31, 2003, filed with the Commission (copies of which are available at www.sec.gov).

Contact Information:

     
Jay Sherry   Dan Martin
SVP, Marketing and Strategic Alliances   Program Supervisor
Geac   Miller Consulting Group
508.871.5060   617.262.1800 x223
jay.sherry@geac.com   dan@millergrp.com

6 EX-99.2 4 b47002gcexv99w2.htm EX-99.2 PAUL BIRCH SCRIPT FOR CONFERENCE CALL exv99w2

 

Exhibit 99.2

Notes for Paul Birch

Geac/Comshare Acquisition
Financial Analyst Call
Monday, June 23, 2003
9am EST

[Welcome, Good Morning]

Joining me on today’s call from Ann Arbor Michigan are Dennis Ganster, ceo of Comshare, Jay Sherry SVP Marketing, Geac and Tim Wright, CIO and CTO Geac

Safe Harbor Statement

The press release and this conference call contains forward-looking statements that are based on current expectations, including statements regarding the timing of the consummation of the tender offer and merger, the expected benefits to Geac customers of the merger, and the effect of the merger on Geac’s financial condition and results of operations. These forward-looking statements entail various risks or uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Important factors that could cause such differences include the timing of completion of the regulatory review process, the possibility that approval of Comshare’s stockholders may be required and, if required, may not be obtained or may be delayed, the possibility that other closing conditions in the merger agreement may not be satisfied, the risk that Geac may encounter unanticipated difficulties in integrating the business and products of Comshare with its own, the risk that important customers, suppliers, business partners or key executives of Comshare might terminate their business relationships with Comshare, which could detract from the expected benefits to Geac of the merger, and other risks and uncertainties described under the heading “Risk Factors” in Geac’s Registration Statement on Form F-4, No. 333-103019, filed with the United States Securities and Exchange Commission (copies of which are available through the website maintained by the Commission at www.sec.gov and through the website maintained by the Canadian Depository for Securities Limited at www.sedar.com), and under the heading “Safe Harbor Statement”

 


 

in Comshare’s Quarterly Report on Form 10-Q for the three months ended March 31, 2003, filed with the Commission (copies of which are available at www.sec.gov).

** The News

    Geac has entered into a definitive merger agreement to acquire Comshare for US$52M
 
    Comshare shareholders will receive US$ 4.60 in cash for each share of Comshare common stock held, representing a 31% premium to Comshare’s trailing 20-day average share price
 
    Comshare’s Board of Directors has unanimously approved the transaction and agreed to recommend that its shareholders accept it.
 
    The acquisition will be accomplished thru a cash tender offer, which is expected to be commenced on or before July 3rd 2003, by a wholly owned subsidiary of Geac, followed by a cash merger in which any outstanding shares not tendered will be acquired by Acq corp for US$4.60 per share
 
    Geac plans for the tender offer to close by August 2003

** Today’s news confirms that fact that Geac is an execution-oriented company. We are continuing to execute against the strategy for growth that I set out at Geac’s annual meeting in October of last year. In addition, this acquisition:

    Demonstrates our strong commitment to building and extending the value of our enterprise application systems to meet the evolving needs of our customers;

 


 

    Leverages our heritage and core strength in financial management solutions;
 
    Provides a clear point of entry for Geac into a high growth market; and
 
    Marks another major milestone in our strategy for growth.
 
    Demonstrates our commitments to industry standards — .Net, J2EE, XML and web services.
 
    As with Extensity selected a best in class solution

** This is a great deal on a number of fronts; value proposition for customers, partners, employees and shareholders

    Links with Geac’s overall business performance management strategy
 
    Latest significant milestone in Geac’s strategy of creating and delivering a business performance management platform that will take the company forward and help it achieve a market leadership role
 
    Complements existing performance management systems

    Extensity Expense Reports
 
    Extensity T&E
 
    Extensity T&A

    Creates significant cross-selling opportunities, as well as new revenue streams for Geac through a new sales channel
 
    Leverages Geac’s global presence and significant customer base
 
    Comshare MPC has an established global presence and strong customer relationships

 


 

    Comshare customers receive ongoing investment and resources for current suite with the benefit of a strong future technology roadmap

** Similar to our successful acquisition of Extensity, this deal was initiated and driven by customer demand.

    33 percent of Geac customers said that they would buy a solution from Geac if we offered one
 
    The combination is more powerful than the separate parts

** These solutions are high-impact, high ROI

    With MPC the industry’s only fully integrated, highly scalable suite of budgeting, forecasting, planning, and consolidation modules running a single shared database
 
    Several Fortune 500 customers that have more than 1,000 users each
 
    MPC enjoys a strong customer satisfaction rating. In a recent third-party survey, 91% of Comshare customers said they would buy MPC again.

** The market for business performance management and financial analytics applications is growing

    May 2003 IDC report, business performance management and financial analytics applications in 2002 outperformed enterprise application software and business intelligence tools, growing 8.8 percent. IDC also forecasts this market segment to exceed $1 billion in 2003 and for growth to accelerate to more than 10 percent per year through 2007.

 


 

** Coupled with the ability to leverage Geac’s strong customer base and established infrastructure, this acquisition provides exceptional potential to cost-effectively accelerate the delivery of Geac Web-based solutions to enterprises around the world.

** I would now like to turn the call over to Dennis Ganster, ceo of Comshare...

<Dennis comments>

Thank you Dennis

** In summary

    This transaction makes sense on many fronts for both the Comshare and Geac Shareholders, customers, partners and employees.
 
    Change for the reinvention of Geac.
 
    Removes a significant sales obstacle for Comshare
 
    Increases the value of existing IT investments of customers
 
    Increased global coverage and infrastructure support
 
    Technology standards
 
    Financial attractive to Comshare and Geac shareholders

** I would now like to turn the call over to questions....

  EX-99.3 5 b47002gcexv99w3.htm EX-99.3 DENNIS GANSTER SCRIPT FOR CONFERENCE CALL exv99w3

 

Exhibit 99.3

Ganster Script for Financial Analyst Call:

[Paul Birch opening comments and introduction of Dennis Ganster...]

Thanks Paul and thanks to all of you for your time and attention this morning.

Today’s news is exciting for many reasons. We are very excited to communicate the recent news to you and the positive impact we see it having on not only our company, but the unified entity of Geac and Comshare and the financial analytics and business performance management market in general.

Comshare, Incorporated is a leading provider of corporate performance management software including planning, budgeting, forecasting, financial consolidation, and management reporting and analysis solutions. The Company has revenue of U.S.$58.3 million for the 12 months ended March 31, 2003, XX employees, no debt and had approximately $18 million in cash as of March 31, 2003. Comshare was founded here in the U.S. in 1966 and has well established direct sales operations domestically, as well as in the United Kingdom and Canada, and a network of resellers and distributors in more than 40 countries worldwide. Our customers vary in size and scope, from mid-sized companies to diversified global enterprises. Many of them are Fortune 500 and Financial Times 1000 companies. In fact, we currently have more than 500 customers worldwide including several Fortune 500 customers with more than 1,000 users each.

As Paul mentioned, this deal is a natural fit and extremely beneficial to Comshare, its customers, employees and shareholders. With synergistic technologies, coupled with access to Geac’s deep financial resources and a loyal, global installed base of 18,000 customers, we will be well positioned to better capitalize on a growing market, gain competitive advantage, win new customers and increase all sales pipelines, strengthen our global footprint, and drive revenues moving forward.

 


 

Another exciting aspect of this acquisition is the fact that Comshare and Geac already share several customers. American Re-Insurance, who recently presented at Geac’s ALLIANCE2003 user conference, is running Comshare MPC with Geac’s SmartStream solution and achieving greater performance as a result. Because Geac and Comshare customers are synergistic in terms of profile and technology requirements, we are confident there will be strong customer demand for our combined solutions that will further validate the merits of this acquisition.

Furthermore, we were very impressed with Geac’s philosophy, work ethic and results, specifically its financial performance and the proven ability to execute on its growth strategy in the past 18 months. We are confident that the Geac management team is dedicated to developing and delivering solutions to best meet customer demand and we believe strongly that they will continue to execute on their stated promises.

I will now turn the call back to Paul. Thank you for your interest and time this morning.

  EX-99.4 6 b47002gcexv99w4.htm EX-99.4 KEY MESSAGES/TALKING POINTS exv99w4

 

Exhibit 99.4

Key Messages/Talking Points

Corporate Acquisition Points:

    The acquisition 1) demonstrates Geac’s commitment to executing against its stated business performance management strategy, 2) leverages the company’s core strength in financial management applications, and 3) provides global customers with the necessary extended functionality to their ERP transaction systems
 
    Geac will focus on delivering Comshare’s suite of planning, budgeting, forecasting, financial consolidation, and management reporting and analysis solutions, enabling Geac to extend customers’ back office investments through Web-based applications
 
    The acquisition is a direct result of customer feedback requesting the addition of business intelligence and reporting solutions such as budgeting, planning and forecasting

  °   In a global assessment of Geac customers, 33 percent of Geac’s 5,000+ enterprise customers said they are interested in purchasing business intelligence and reporting solutions

    Geac also sees tremendous opportunity in the burgeoning financial analytics and business performance management marketplace and hopes to claim a leadership position. The acquisition of Comshare is our fastest route to that position.
 
    The total value of the deal is $52M, approximately US$4.60 in cash for each share of Comshare common stock
 
    Geac gains a number of additional resources (cash, knowledgeable sales force, strong technology) to continue to pursue other strategic and market opportunities

     Shareholder Points:

    Geac continues to execute on its promise/growth strategy
 
    This is the latest significant milestone in the management team’s strategy of creating and delivering a business performance management platform that will take the company forward and help it achieve a market leadership role
 
    The priority for executive management is to ensure that this acquisition will be a profitable venture in the near term and will position the company effectively for longer term growth
 
    This acquisition will create significant cross-selling opportunities, as well as new revenue streams for Geac through a new sales channel
 
    Comshare BOD has unanimously approved the deal and will make the recommendation to the shareholder base

     Technology Points:

    This acquisition further validates Geac’s business performance management strategy and strengthens considerably its position in the business performance management market
 
    Geac is uniquely qualified to deliver a wider range of business performance management solutions than other BPM vendors in the market including Hyperion
 
    Comshare has singularly focused on the financial analytics market opportunity, and is one of the premier vendors in that space

 


 

    Industry analyst firm IDC sees significant market opportunity for business performance management and financial analytics applications

    In 2002, this market segment outperformed enterprise application software and business intelligence tools, growing 8.8 percent
 
    IDC forecasts this market segment to exceed $1 billion in 2003 and grow at a rate of more than 10 percent per year through 2007

     Customer Points:

    Comshare MPC has an established global presence and strong customer relationships

    Approximately 500 customers worldwide
 
    Several Fortune 500 customers with more than 1,000 users each
 
    Strong customer satisfaction rating: in a recent independent survey, 91% of Comshare customers said they would buy MPC again

    Geac customers now have access to best-of-breed planning, budgeting, forecasting, financial consolidation, and management reporting and analysis solutions from Comshare
 
    Comshare customers receive ongoing investment and resources for current suite with the benefit of a strong future technology roadmap
 
    Comshare customers also gain the advantage of a strong global services and support organization
 
    Geac and Comshare customers are synergistic in terms of profile and technology requirements: MPC appeals to the same CFOs and corporate controllers that rely on Geac’s ERP transaction systems
 
    Comshare field organization becomes a part of Geac, continuing existing customer relationships and increasing new customer potential through access to Geac’s 5,000+ global enterprise customer base
 
    Geac will also be targeting and aggressively selling Comshare MPC to non-Geac ERP accounts

    Geac’s technology framework will support integration with non-Geac back office environments

Employee Points:

    Employees now have access to an increased resource pool (additional capital, large installed base)
 
    The combined Geac/Comshare entity will be well positioned to capitalize on a growing market, gain competitive advantage, increase the sales pipeline and drive revenues moving forward

    Synergistic customers: CFOs, corporate controllers
 
    Strong installed base
 
    Best-of-breed technology
 
    Global reach

    Geac is committed to investing in premier companies and best-of-breed technologies to ensure it is meeting customer demand and positioning itself for long term growth

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