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CDC Corporation Withdraws Its $5.00 per Share All Cash Tender Offer for Onyx Software Corporation.


ATLANTA & HONG KONG Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov.  -- CDC See Control Data, century date change and Back Orifice.

CDC - Control Data Corporation
 Corporation (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: CHINA), focused on enterprise software, mobile applications and online games, today announced that it is withdrawing and terminating its previously announced $5.00 per share all cash tender offer for all outstanding shares of common stock of Onyx Software Corporation (NASDAQ: ONXS). The offer was commenced on July 12, 2006 and was scheduled to expire on August 8, 2006. No tenders of shares will be accepted, and any shares previously tendered will be returned.

In deciding to withdraw and terminate the tender offer, CDC's management and board cited the remote likelihood that the conditions to the tender offer would ever be satisfied. Several of the conditions to the tender offer require affirmative action affirmative action, in the United States, programs to overcome the effects of past societal discrimination by allocating jobs and resources to members of specific groups, such as minorities and women.  from the Onyx board, including action (a) to waive the provisions of Onyx's "poison pill A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts.

The poison pill is a defensive strategy used against corporate takeovers.
" and (b) to render the provisions of Washington State's "anti-takeover" provision inapplicable in·ap·pli·ca·ble  
adj.
Not applicable: rules inapplicable to day students.



in·ap
 to CDC. Management and board made this determination in light of the following:

--Onyx's refusal to discuss making reasonable accommodation Reasonable accommodation is a legal term used in Canada, which is the legal obligation to modify a law or a norm when it is contrary to fundamental rights stipulated in Canadian Charter of Rights and Freedoms.  to allow CDC to conduct due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  in connection with negotiating a merger agreement and pre-conditioning any such discussion on the following (1) reaching agreement on the form of merger agreement, (2) satisfying Onyx with respect to the financial ability of CDC to consummate the tender offer and (3) CDC committing to a timeline ending Tuesday evening on July 25, 2006 PST PST Paroxysmal supraventricular tachycardia, see there .

--Onyx's refusal to provide certain attachments to a form of merger agreement that Onyx asserted it was prepared to enter into with CDC citing "confidential information," despite the existence of a non-disclosure agreement between the parties. Onyx asserted that it would instead provide such attachments at the time CDC executed the merger agreement which would have required CDC to enter into an agreement without knowing all of its terms.

--Onyx's refusal to accept reasonable evidence that CDC had adequate internal funds internal funds

Funds that are raised within a firm. For example, income after taxes and noncash expenses, such as depreciation, provide a firm with funds to use in the acquisition of investments.
 to consummate the offer, and asserting that CDC would be required to provide a financing agreement with a third party as evidence of the financial ability of CDC to consummate the tender offer.

--Onyx's imposition of a deadline of Tuesday evening on July 25, 2006 PST to complete all due diligence, submit an executed merger agreement and provide adequate evidence of the financial ability to consummate the tender offer.

In light of the foregoing obstacles Onyx imposed, CDC determined that it was not possible to meet Onyx's deadline of Tuesday evening on July 25, 2006 PST. As a result, CDC's management and board determined that it was extremely unlikely the Onyx board would ever take the actions required to satisfy the conditions to CDC's tender offer, and therefore continued pursuit of the tender offer would not be the best and most productive use of management's time and CDC's resources.

In addition, CDC's management and the board considered the following disclosures from Onyx:

--On July 17, 2006, Onyx announced surprisingly poor preliminary financial results for Q2 2006, including license revenues of only $1.6 million and total revenue in the range of $11.7 million to $11.9 million. In addition, Onyx announced that it expected to report a net loss in the range of $0.14 to $0.16 per share for Q2 2006.

--M2M Holdings had been able to conduct full due diligence at Onyx, and based on additional due diligence conducted after the execution of the M2M M2M Machine-to-Machine (communication, mainly mobile)
M2M Minutes to Midnight (Linkin Park album)
M2M Mobile to Mobile (cellular phone)
M2M Member-to-Member
M2M Month to Month
 merger agreement, M2M Holdings had concluded on July 14, 2006 that Onyx's business and market value had deteriorated since the time of the execution of the M2M merger agreement on June 6, 2006.

"We continue to be disappointed with the obstacles to productive discussions from Onyx's board of directors. We believe that the process used to sell the company will not provide Onyx shareholders with maximum value," said Peter Yip, 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 CDC Corporation. Mr. Yip continued, "With or without Onyx, we believe CDC Software is well positioned, and will continue to grow through both organic growth as well as accretive acquisitions which make sense."

About CDC Corporation

CDC Corporation (NASDAQ: CHINA) is focused on enterprise software, mobile applications and online games. As part of its strategic review, the company has reorganized into two primary operating business units, CDC Software and China.com Inc.

For more information about CDC Corporation, please visit the website: www.cdccorporation.net.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Jul 25, 2006
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