CDC Software Proposes Increased Offer to the Shareholders of Onyx.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) (website: www.cdccorporation.net) today announced that CDC Software, a wholly-owned subsidiary of CDC Corporation, is making a superior proposal to the board of directors of Onyx onyx (ŏn`ĭks), variety of cryptocrystalline quartz, differing from agate only in that the bands of which it is composed are parallel and regular. Software (NASDAQ: ONXS) for a strategic transaction that would combine Onyx Software with CDC Software. Subject to CDC Software being granted the opportunity to conduct and complete 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. to its satisfaction, under the terms of CDC Software's new proposal, each Onyx shareholder would have a choice to receive, for each Onyx share, consideration consisting of either (a) all-cash or (b) cash-and-shares in CDC Corporation. In the event an Onyx shareholder elects to receive all-cash consideration, such shareholder would receive, for each Onyx share, $4.85 per share in cash. In the event an Onyx shareholder elects to receive cash-and-shares, such shareholder would receive, for each Onyx share, $5.00 per share comprised of 50 percent (or $2.50) in cash and 50 percent (or $2.50) in registered Class A Common Shares of CDC Corporation. The proposal represents a premium of up to 4.2% in excess of the publicly announced offer made by 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 of $4.80 per share in cash, excluding the effect of the $4.5 million in break-fees and expenses Onyx would be required to pay to M2M. It is estimated that based upon approximately 18.5 million Onyx shares outstanding, the break-fees and expenses Onyx would be required to pay to M2M amount to in excess of $0.24 per Onyx share. CDC Software's management awaits a response from the independent members of Onyx's board of directors to its proposal. "We remain firm in our belief in the benefits of a combination, particularly between our Pivotal CRM (Customer Relationship Management) An integrated information system that is used to plan, schedule and control the presales and postsales activities in an organization. division and Onyx," said Eric Musser, executive vice president of strategy, mergers and acquisitions for CDC Software. "This potential combination harbors benefits for both shareholders and customers of Onyx, including complementary industry specialization, products, geographic markets, sales channels and marketing strategies." Mr. Musser added, "As an Onyx shareholder, we were disappointed to see the unusually high break-fees and expense obligations in their current M2M agreement. As we have indicated in recent months, we remain flexible and open to exploring options with the Onyx management team, assuming that we have the opportunity to perform due diligence under the conditions afforded to other interested parties. In the interest of maximizing the value for their shareholders, we hope that the Onyx board of directors will give due consideration to our proposal." The management of CDC Software believes that its proposal is superior to all outstanding offers for Onyx, given the per share price being offered, the liquidity and appreciation in value of CDC Corporation stock, its strong cash position, and the continuing growth in its revenues and profitability. CDC Software urges Onyx's board of directors to consider this proposal, and provide CDC Software with the opportunity to conduct due diligence as other potential acquiring companies have had. This communication is not a solicitation of a proxy from any security holder of Onyx. Nor is this communication an offer to purchase or a solicitation of an offer to sell securities. 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: http://www.cdccorporation.net. About CDC Software CDC Software, The Customer-Driven Company(TM), is a provider of enterprise software applications designed to help organizations deliver a superior customer experience while increasing efficiencies and profitability. CDC Software's product suite includes the Pivotal CRM (customer relationship management), c360 CRM add-on products, industry solutions and development tools for the Microsoft Dynamics CRM Microsoft Dynamics CRM is a Customer Relationship Management software package developed by Microsoft. It is a part of the Microsoft Dynamics family of business tools. The current version of Dynamics is 3.0, released on December, 2005. platform, Ross ERP (Enterprise Resource Planning) An integrated information system that serves all departments within an enterprise. Evolving out of the manufacturing industry, ERP implies the use of packaged software rather than proprietary software written by or for one customer. (enterprise resource planning See ERP. (application, business) Enterprise Resource Planning - (ERP) Any software system designed to support and automate the business processes of medium and large businesses. ) and SCM (1) (Software Configuration Management, Source Code Management) See configuration management. (2) See supply chain management. (supply chain management), IMI IMI International Masonry Institute (Washington, DC) IMI Israel Military Industries IMI Institute of the Motor Industry IMI International Market Insight IMI Imposto Municipal Sobre Imóveis (Portugal) warehouse management and order management, Platinum China HR (human resource) and business analytics solutions. These industry-specific solutions are used by more than 5,000 customers worldwide within the manufacturing, financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. , health care, home building, real estate, and wholesale and retail distribution industries. The company completes its offerings with a full continuum of services that span the life cycle of technology and software applications, including implementation, project consulting, outsourced business services, application management and offshore development. CDC Software is the enterprise software unit of CDC Corp. (NASDAQ: CHINA). For more information, please visit www.cdcsoftware.com. Cautionary Note Regarding Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release includes "forward-looking statements" within the meaning of the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995, including statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the effects of corporate restructurings and strategic initiatives at the company, anticipated consummation of a strategic transaction, and further actions to be taken following consummation of such a transaction. These statements are based on management's current expectations and are subject to risks and uncertainties and changes in circumstances. There are important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, including the following: whether any anticipated strategic initiatives are ever consummated; the final structure of any proposed transaction; the ability to realize strategic objectives by taking advantage of market opportunities in targeted geographic markets; the ability to make changes in business strategy, development plans and product offerings; the ability to integrate operations or new acquisitions in accordance with the company's business strategy; and the effects of restructurings and rationalization of operations. Further information on risks or other factors that could cause results to differ is detailed in filings or submissions with the United States Securities and Exchange Commission made by CDC Corporation in its Annual Report for the year ended December 31, 2004 on Form 20-F/A filed on October 11, 2005. All forward-looking statements included in this press release are based upon information available to management as of the date of the press release, and you are cautioned not to place undue reliance on any forward-looking statements which speak only as of the date of this press release. The company assumes no obligation to update or alter the forward looking statements whether as a result of new information, future events or otherwise. |
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