Geac Confirms Crescendo Has Dropped Proxy Contest.MARKHAM, Ontario Markham (2006 Population 261,573[0]) is located in York Region, directly north of Toronto, and is part of Toronto's CMA. It is larger than many Canadian cities. Despite its qualifications regarding population, it has not had the title of city conferred upon it by the & SOUTHBOROUGH, Mass. -- Geac Computer Corporation Limited (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension : GAC GAC Great American Country GAC Global Assembly Cache (Microsoft .NET) GAC Global Assembly Cache GAC Granular Activated Carbon GAC Gustavus Adolphus College (St. and 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 : GEAC) today confirmed that it has entered into an agreement with Crescendo cres·cen·do n. pl. cres·cen·dos or cres·cen·di 1. Abbr. cr. Music a. A gradual increase, especially in the volume or intensity of sound in a passage. b. Investments II, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control on behalf of Crescendo Partners II, L.P., Series F ("Crescendo Partners") under which Crescendo Partners has ended its proxy solicitation. Under the terms of the agreement, Crescendo Partners has withdrawn its director nominees, Eric Rosenfeld Eric Rosenfeld was a trader and principal in the Long-Term Capital Management hedgefund that almost went bankrupt in 1998 when the Russian government defaulted on its debt payments on August 17, 1998, triggering a devaluation of the Russian ruble. and Dennis Conroy, for election at Geac's September 13, 2005 Annual General Meeting of Shareholders. Crescendo Partners has agreed to vote its shares in favour of all of the eight current directors nominated for reelection re·e·lect also re-e·lect tr.v. re·e·lect·ed, re·e·lect·ing, re·e·lects To elect again. re . Geac has agreed to evaluate Mr. Rosenfeld's suitability as a potential future addition to the Board of Directors under its existing corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. procedures and to complete such evaluation by November 30, 2005. Until the evaluation process is completed, Crescendo Partners is prohibited from engaging in certain activities. It may not, directly or indirectly, alone, jointly or in concert with others, in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any Geac common shares or options or other rights with respect thereto, enter into any discussions, negotiations, arrangements or understanding with any other person with respect to the acquisition by Crescendo Partners, directly or indirectly, of such securities, disclose any intention, plan or arrangement inconsistent with such an acquisition, or advise, assist or encourage any other person in connection with the acquisition by Crescendo Partners, directly or indirectly, of such securities. In addition, Crescendo Partners will not initiate any legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. in connection with the proxy solicitation for the Annual Meeting or the results of the Meeting. C. Kent Jespersen, Non-Executive Chairman of Geac, said, "We are gratified grat·i·fy tr.v. grat·i·fied, grat·i·fy·ing, grat·i·fies 1. To please or satisfy: His achievement gratified his father. See Synonyms at please. 2. by the widespread support of our shareholders and independent proxy advisory firms, and pleased to have been able to reach an agreement with Crescendo which will prevent further distraction from a contested election or its aftermath. Our Board and management will continue to work on behalf of all of our shareholders to increase shareholder value and build on the success of the Company." The full text of the letter agreement between the parties follows: September 8, 2005 Mr. C. Kent Jespersen Chairman of the Board Geac Computer Corporation Limited 11 Allstate Parkway, Suite 300 Markham, Ontario L3E 9T8 Dear Mr. Jespersen: Further to our discussions, I confirm that Crescendo Partners has agreed to withdraw its two director nominees, Messrs. Eric Rosenfeld and Dennis Conroy, from consideration at the Annual Meeting of Shareholders of Geac Computer Corporation Limited scheduled to be held on Tuesday, September 13, 2005. We will vote at the Annual Meeting for the election of each of the current Board members, including Messrs. Michael D. Marvin and Robert L. Sillcox, in return for our mutual agreement on the matters described below. Over the last few weeks, it has become clear to us that we agree on many more things than we disagree on. The Company has disclosed publicly that it has been working with Bear Stearns & Co. over the last several months to explore a wide range of strategic alternatives to enhance shareholder value. In addition, the Company has stated publicly that it will not overpay for acquisitions. We are pleased by these statements. We confirm our previous comments that Crescendo is completely satisfied with the performance of the Company's President and Chief Executive Officer, Charles S. Jones. We agree to reasonably consider any proposals or transactions that arise from your strategic review process which the Board recommends are in the best interests of shareholders. We respect Geac's corporate governance procedures. By this letter, we are formally requesting in writing that your Board's Corporate Governance and Nominating Committee give full and proper consideration to the appointment of Mr. Eric Rosenfeld to the Board of Directors. We understand that we have the commitment of the Board and the Corporate Governance and Nominating Committee that they will approach Mr. Rosenfeld's candidacy with open minds and that they will conduct their review with full and proper consideration. We also understand that neither the Board nor the Corporate Governance and Nominating Committee has made any determination regarding the suitability of Mr. Rosenfeld to serve as a director of the Company. We understand that the Board and the Corporate Governance and Nominating Committee will begin their review as soon as practicable and will complete their review and advise us as to their conclusion in a timely manner, and in any case by November 30, 2005. Pending the earlier of completion of the review procedures and November 30, 2005, we shall not, directly or indirectly, alone, jointly or in concert with others, in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any Geac common shares or options or other rights with respect thereto, enter into any discussions, negotiations, arrangements or understanding with any other person with respect to the acquisition by us, directly or indirectly, of such securities, disclose any intention, plan or arrangement inconsistent with such an acquisition, or advise, assist or encourage any other person in connection with the acquisition by us, directly or indirectly, of such securities. We confirm that we will not initiate any legal proceedings in connection with the proxy solicitation for the Annual Meeting or the results of the Meeting. We will issue a press release today in respect of this letter and you will as soon as practicable thereafter today issue a press release in respect of this letter. The press releases shall be as mutually agreed in advance. Without the prior approval of the other party, neither of us will issue any other press release regarding this letter unless otherwise required by law. Yours very truly, CRESCENDO PARTNERS II, L.P. SERIES F By:__/s/ ER____________________________________ Eric Rosenfeld AGREED AND ACCEPTED GEAC COMPUTER CORPORATION LIMITED By:____/s/ CKJ__________________________________ C. Kent Jespersen About Geac Geac is a leading global provider of software and services for businesses and governmental bodies providing customers with financial and operational technology solutions to optimize their financial value chain. Further information is available at http://www.geac.com or through email at info@geac.com. This press release contains 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. of Geac's intentions, beliefs, expectations and predictions for the future. These forward-looking statements often include use of the future tense future tense n. A verb tense expressing future time. Noun 1. future tense - a verb tense that expresses actions or states in the future future with words such as "will," "may," "intends," "anticipates," "expects" and similar conditional or forward-looking words and phrases Words and Phrases® A multivolume set of law books published by West Group containing thousands of judicial definitions of words and phrases, arranged alphabetically, from 1658 to the present. . These forward-looking statements are neither promises nor guarantees. They are only predictions that are subject to risks and uncertainties, and they may differ materially from actual future events or results. Geac disclaims any obligation to update any such forward-looking statements after the date of this release. Among the risks and uncertainties that could cause a material difference between these forward-looking statements and actual events include, among other things: our ability to increase revenues from license sales, cross-sell into our existing customer base and reduce customer attrition Customer attrition, also known as customer churn, customer turnover, or customer defection, is a business term used to describe loss of clients or customers. ; whether we can identify and acquire synergistic synergistic /syn·er·gis·tic/ (sin?er-jis´tik) 1. acting together. 2. enhancing the effect of another force or agent. syn·er·gis·tic adj. 1. businesses and, if so, whether we can successfully integrate them into our existing operations; whether we are able to deliver products and services within required time frames and budgets to meet increasingly competitive customer demands and performance guarantees; risks inherent in fluctuating international currency exchange rates in light of our global operations Global Operations is a first-person shooter computer game developed by Barking Dog Studios and published by both Crave Entertainment and Electronic Arts. It was released in March of 2002, following its public multiplayer beta version which contained only the Quebec map. and the unpredictable effect of geopolitical ge·o·pol·i·tics n. (used with a sing. verb) 1. The study of the relationship among politics and geography, demography, and economics, especially with respect to the foreign policy of a nation. 2. a. world and local events; whether we are successful in our continued efforts to manage expenses effectively and maintain profitability; our ability to achieve revenue from products and services that are under development; the uncertain effect of the competitive environment in which we operate and resulting pricing pressures; and whether the anticipated effects and results of our new product offerings and successful product implementation will be realized. These and other potential risks and uncertainties that relate to Geac's business and operations are summarized in more detail from time to time in our filings with 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. Securities and Exchange Commission and with the Canadian Securities Administrators Canadian Securities Administrators(CSA) is a forum for the 13 securities regulators of Canada's provinces and territories to coordinate and harmonize regulation of the Canadian capital markets. , including Geac's most recent quarterly reports available through the website maintained by the SEC at www.sec.gov and through the website maintained by the Canadian Securities Administrators and the Canadian Depository for Securities The Canadian Depository for Securities Ltd. (CDS Limited) is the holding company for three operating subsidiaries: CDS Clearing and Depository Services Inc. CDS INC. CDS Innovations Inc. CDS Clearing and Depository Services Inc. Limited at www.sedar.com. Geac is a registered trademark of Geac Computer Corporation Limited. All other marks are trademarks of their respective owners. |
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