Baan Offers to Acquire Berclain to Leverage Manufacturing Synchronization Expertise & Strong Market Share; Action Would Add Muscle to MOOPI Solution.--(BUSINESS WIRE)--May 16, 1996--The Baan Company (Nasdaq: BAANF; ASE (Adaptive Server Enterprise) A relational DBMS from Sybase that runs on Windows NT/2000, Linux and a variety of Unix platforms. ASE is a comprehensive and robust data management product with a long history dating back to the late 1980s. : BAAN) and the majority shareholders of Berclain Group Inc., announced today that they have reached an agreement under which the latter will sell all the shares they hold in Berclain in exchange for Baan stock. The transaction contemplated by this agreement will be completed if the remaining Berclain shareholders agree to the terms of a bid Baan intends to make to all Berclain shareholders in the coming days. Baan's offer will contain certain conditions which shall be realized on or prior to the closing date, scheduled for May 31. Should the offer be successful, Berclain would be wholly owned by Baan, a leading provider of enterprise business applications. Berclain, a global leader in Manufacturing Synchronization (1) See synchronous and synchronous transmission. (2) Ensuring that two sets of data are always the same. See data synchronization. (3) Keeping time-of-day clocks in two devices set to the same time. See NTP. and scheduling with its MOOPI software, would continue to operate independently within Baan. Transaction Impact Previously engaged in a strategic product development alliance, Baan and Berclain are tightly integrating MOOPI with Baan Applications, a family of client/server business software solutions. To improve customers' time-to-benefit, joint development is already underway to strengthen the integration between MOOPI and Baan's software solution. There are also plans to dedicate a development team in Quebec, Canada, to deepen planning and scheduling functionality for targeting new industries. The two companies share complementary target market segments in the mixed mode manufacturing industries manufacturing industries npl → industrias fpl manufactureras manufacturing industries npl → industries fpl de transformation . Berclain customers such as Motorola, John Deere, Kodak, Condumex, and Reynolds are highly complementary with Baan's target market supply chains, which are automotive, electronics, project industries and process. This synergy ensures that both companies will continue to improve on solutions for their current customers and target markets. "For us, this would translate to Baan's ability to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. this high growth market, and bring additional value to our customers via an integrated client-server solution," said Jan Baan, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Baan Company. "Additionally, it is strategically important for Baan to ensure that Berclain remains a separate entity and that all employees, channels, and management will remain in place. MOOPI customers will continue to receive the same high-quality products and value-added services that Berclain is known for providing." "In working with Baan as a strategic alliance partner for MOOPI, it became apparent that there is a natural synergy between their enterprise business solution offering and our Manufacturing Synchronization and scheduling software," said Louis Tetu, President of Berclain. "This transaction would give us the ability to accelerate our business expansion and capture greater marketshare in the planning, Manufacturing Synchronization, and scheduling software markets." Berclain would retain its distribution and support network as it currently exists: Berclain America Latina S.A. de C.V. will remain an independent joint venture serving its exclusive territory covering Mexico, Central and South America South America, fourth largest continent (1991 est. pop. 299,150,000), c.6,880,000 sq mi (17,819,000 sq km), the southern of the two continents of the Western Hemisphere. , and the Caribbean; Berclain Nederland B.V. will continue to operate as a joint venture covering Holland; and Berclain Australia PTY ltd PTY LTD Propriety Limited (company structure in Australia) . will continue as a separate company serving Australia. Berclain's strategy of using other channel partners, such as IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) Dun & Bradstreet Software, and QAD QAD Quality Assurance Division QAD Quality Assurance Department QAD Quick And Dirty QAD Quality Audit Division QAD Quick Attach/Detach QAD Question Answer Detail (language arts education) QAD Quality Application Development -- as well as local and regional resellers -- to sell MOOPI or to offer it as a complement to their market offerings will remain unchanged. About Berclain Berclain, headquartered in Sainte-Foy, Quebec, Canada, is a global leader in Manufacturing Synchronization and scheduling. The company enables its manufacturing customers to increase their invoiceability, and cost-effectively become demand-driven by using MOOPI software to synchronize See synchronization. interdependent plant resources with the market. MOOPI (a French acronym acronym: see abbreviation. A word typically made up of the first letters of two or more words; for example, BASIC stands for "Beginners All purpose Symbolic Instruction Code. for Industrial Production Optimization and Synchronization Method) has a robust and flexible modeling engine at its core, which allows customers to model global business rules as well as local operations' characteristics. Berclain offers MOOPI as either a stand alone system or, through channel partners, as an integrated solution with leading enterprise planning and shop floor systems. Berclain, founded in 1986, introduced the first commercial version of MOOPI in 1989. About The Baan Company The Baan Company (Nasdaq: BAANF; Amsterdam Stock Exchange
The Amsterdam Stock Exchange is the former name for the stock exchange based in Amsterdam. : BAAN) is a leading provider of enterprise-wide business software applications and consulting services. The Baan Company, founded in 1978, has more than 1,500 employees, 1,700 customers, and 1,900 installations world-wide, including global industry leaders such as Asea Brown Boveri Group (ABB n. 1. Among weavers, yarn for the warp. Hence, Noun 1. ABB - an urban hit squad and guerrilla group of the Communist Party in the Philippines; formed in the 1980s ), The Boeing Company, GEC GEC Gaseous Electronics Conference GEC Gigabit EtherChannel GEC Geriatric Education Center (US government; HRSA) GEC General Electric Co. GEC Google Earth Community (online community) Alsthom, NORTEL, and Phillips. -0- Note to Editors: This news release contains forward looking statements that involve risks and uncertainties, including the satisfaction of the conditions to the transactions prior to May 31st and thereafter, the successful integration of Baan and Berclain, and other risks detailed from time to time in the SEC reports filed by Baan, including the report on From 20-F filed by Baan for the year ended December 31, 1995. Actual risks may vary materially. CONTACT: The Baan Company Annette Shimada or Doug Sallen, 415/462-4949 World Wide Web: http://www.baan.com or Berclain Group inc. Liz Molli, 847/842-1000 or Julie Fraser, 508/362-3480 World Wide Web: http://www.berclain.com or Copithorne & Bellows Heather Staples or Alissa Bushnell, 415/284-5200 or Outlook Marketing Services Jeff Rappaport, 847/509-3099 |
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