Geac Opposes Director Nominees by Dissident Hedge Fund.MARKHAM, Ontario and 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), a global enterprise software company, today said the Geac Board of Directors unanimously opposes the election of two dissident director dissident director A director who wishes to change a firm's policies and generally acts in opposition to the wishes of the other directors. nominees proposed last Friday by Crescendo Investments II, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , because it believes their election would not be in the best interest of other Geac shareholders. Crescendo Partners, headed by Eric Rosenfeld, is a New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of activist hedge fund hedge fund, in finance, a highly speculative, largely unregulated investment device. Originating in the 1950s, the funds "hedge" by offsetting "short" positions (borrowing a security and then selling it at a higher price before repaying the lender) against "long" that has been accumulating shares in Geac since early March, disclosed a 5% ownership position in the company on Friday, August 12, and last week commenced a proxy contest Proxy contest A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights. . Geac's 2005 annual meeting of shareholders is scheduled for Tuesday, September 13, 2005. Shareholders of record as of July 15, 2005, are eligible to vote for directors at the meeting. C. Kent Jespersen, Non-Executive Chairman of Geac, said on behalf of the Board, "Crescendo first approached Geac and demanded two Board seats only two weeks ago. This past Thursday, I and two other independent Geac directors met with Eric Rosenfeld at his request on one day's notice. He again demanded Board seats for himself and Gerry Smith, whom no director has ever met, and when the Board did not immediately agree, Crescendo filed proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other the next day. Caving in to Mr. Rosenfeld's ultimatum would have violated our Corporate Governance and Nominating Committee processes for evaluating potential director nominees. These processes include conducting sufficient diligence regarding changes to Board composition and specific director candidates to enable the Board to make informed decisions." Jespersen continued, "Geac shareholders have been well served by the Company's current leadership and business strategy. Since the new management team was installed by the Board approximately two years ago, Geac's financial performance has improved dramatically and the share price has more than doubled, far exceeding all relevant indices. Geac's Board of independent and highly experienced directors is working to generate further increases in shareholder value, and the Board of Directors has been engaged in acquisition and strategic reviews advised by Bear, Stearns & Co. since the end of 2004. During the past two years under Geac's new leadership team, Geac's share price has appreciated by 124% to C$11.83 last Friday from C$5.29 on July 17, 2003. By comparison, the NASDAQ and the TSX Composite Index increased only 26% and 49%, respectively, over the same period. During the last two fiscal years since Charles Jones was named Chief Executive Officer, net earnings have increased 141%, to US$77.0 million, or US$0.87 per diluted share, for the year ended April 30, 2005, up from US$31.9 million, or US$0.39 per diluted share, for the year ended April 30, 2003. During the same two-year period, EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become margin increased to 22.5% from 16.1%, and cash and short-term investments more than doubled to $188.2 million from $89.8 million. Geac urges shareholders to reelect re·e·lect also re-e·lect tr.v. re·e·lect·ed, re·e·lect·ing, re·e·lects To elect again. re the Company's eight Board nominees by completing and returning the white proxy card. For assistance in voting, shareholders can call Geac's proxy solicitors, Georgeson Shareholder Communications, toll-free at 1-866-765-7561. Further details are provided in Geac's 2005 management proxy circular and Annual Report, including audited financial statements, which are available in the Investor's section of the company's website. 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. Geac trades on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. under the symbol "GAC" and on the NASDAQ National Market under the symbol "GEAC" and had 86,377,012 common shares issued and outstanding at April 30, 2005. This press release contains forward-looking statements of Geac's intentions, beliefs, expectations and predictions for the future. These forward-looking statements often include use of the future tense 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; whether we can identify and acquire synergistic 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 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 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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