EXHIBIT 99.1
PRESS CONTACT: INVESTOR CONTACT:
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EXTENSITY TO BE ACQUIRED BY GEAC
Extensity To Become A Growth Platform For Established Software Vendor
EMERYVILLE, CALIF., AUGUST 26, 2002 - Extensity(R), Inc. (Nasdaq: EXTN), a
leading provider of Employee Relationship Management (ERM) solutions, today
announced it has entered into a definitive agreement to be acquired by Geac
Computer Corporation Limited (TSX: GAC). Geac, headquartered in Toronto, Canada,
provides business-critical software and systems solutions to approximately 50
percent of the Fortune 100. Geac has more than 2,700 professionals in 56
locations supporting over 5,100 enterprise customers worldwide.
Today's news, which follows a strategic alliance agreement signed by both
companies in June of 2002, gives powerful backing to Extensity's technology,
making it a platform upon which Geac will continue to build future enterprise
applications. Extensity customers will also benefit from the financial strength
of Geac and its established global support and service organization.
Under the terms of the definitive agreement, Extensity shareholders can elect to
receive $1.75 in cash or 0.627 of a Geac common share for each share of
Extensity common stock held, subject to adjustment in certain circumstances.
Assuming 100% of Extensity's shareholders elect to receive cash and assuming the
exercise of certain outstanding Extensity options, the total value of the
transaction would be approximately US$46.2 million. Based on the closing price
for Geac shares on Friday, August 23, 2002, and assuming 100% of Extensity
shareholders were to elect to receive Geac shares, and the exercise of certain
outstanding Extensity options, the total value of the transaction would be
US$47.0 million; the ultimate value of the transaction to an Extensity
shareholder electing to receive Geac shares will depend on the value of Geac
shares at closing. Additional transaction terms are set forth in a Geac press
release that was issued today and is available at both www.extensity.com and
www.geac.com.
"We believe this transaction provides tremendous long-term value to all our
stakeholders," said Bob Spinner, President and CEO of Extensity. "Customers will
particularly benefit from the global resources of this large corporation and
from Geac's shared focus on enterprise solutions that deliver a high return on
investment."
Spinner added, "Geac's demonstrated commitment to the Extensity platform
provides customers with assurance that their investments in Extensity technology
are well protected. Under the Geac operation, Extensity will continue its focus
on Global 2000 customers and Geac will continue to introduce the Extensity suite
to its client base."
"Continuing high levels of customer service and customer satisfaction will be a
main focus of the combined companies and we will work to ensure that customer
relationships are not interrupted," said Paul D. Birch, President and CEO of
Geac. "Extensity and its product suite are a natural fit with Geac's core
financial management strength. This acquisition is significant because it
supports our strong commitment to building and extending the value of our
enterprise application systems with best-of-breed technology to meet the
evolving needs of our customers. It also leverages our heritage and core
strength in financial management solutions while providing us with a clear point
of entry into a high-growth market."
"We are pleased by the benefits that this acquisition brings to customers,
employees and shareholders," continued Spinner. "Geac's adoption of Extensity's
technology and applications is a strong vote of confidence in the value our
employees have created over the past five years."
CONFERENCE CALL NOTICE
Management from both Geac and Extensity will host a conference call today
(Monday, August 26, 2002) at 2:30 p.m. (PT) to discuss the transaction. The
dial-in number for the conference call is 800-273-9672 or 416-695-5806. A
rebroadcast will be available for seven days following the call at 416-695-5800
or 800-408-3053, reference number 124691. The call will be audio-cast live and
archived for 90 days at www.extensity.com and www.geac.com.
ABOUT EXTENSITY
Extensity, Inc. (NASDAQ: EXTN) is a leading provider of Employee Relationship
Management (ERM) solutions -- ERM helps enterprises control costs and improve
employee effectiveness, enabling every employee to have a positive impact on the
bottom line. The Extensity ERM suite automates employee-based financial
processes, including business travel and expense reporting, billable and payroll
time capture and procurement, in a single, consolidated solution that provides
efficiency, control, and effectiveness through analytics. Extensity has licensed
more than 1,000,000 seats worldwide to companies such as Allianz, A.T. Kearney,
Cisco Systems, Merck, and Office Depot. More information about Extensity is
available on its Web site located at http://www.extensity.com.
ABOUT GEAC
Geac Computer Corporation Limited (TSX: GAC) headquartered in Toronto, Canada,
is a global provider of business-critical software and systems solutions. Geac
solutions include cross-industry enterprise
business applications for financial administration and human resources
functions, and enterprise resource planning applications for manufacturing,
distribution, and supply chain management. Geac also provides industry
applications to the real estate, restaurant, property, and construction
marketplaces, as well as a wide range of applications for libraries, government
administration and public safety agencies. Further information is available at
http://www.geac.com or through e-mail at info@geac.com.
Note on Forward-Looking Statements: Statements in this release that are
forward-looking involve risks and uncertainties, which may cause Extensity's
actual results in future periods to be materially different from any future
performance that may be suggested in this release. Such factors may include, but
are not limited to, demand for and market acceptance of Extensity's products and
services, expansion into international markets, introductions of products and
services or enhancements by Extensity and its competitors, competitive factors
that affect pricing, the mix of products and services we sell, the size of
customer orders, conditions specific to the software industry and other general
economic factors. These and other risk factors are listed from time to time in
Extensity's SEC reports, including but not limited to the report on Form 10-K
for the year ended December 31, 2001 and report on Form 10-Q for the period
ended March 31, 2002 as filed with the Securities and Exchange Commission.
Additional Information and Where to Find It
Geac plans to file a Registration Statement on SEC Form F-4 in connection with
the merger, and Extensity expects to mail a Proxy Statement/Prospectus to
stockholders of Extensity containing information about the merger. Investors and
security holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they are available. The Registration
Statement and the Proxy Statement/Prospectus will contain important information
about Extensity, Geac, the merger and related matters. Investors and security
holders will be able to obtain free copies of these documents through the
website maintained by the U.S. Securities and Exchange Commission at
http://www.sec.gov. Free copies of the Proxy Statement/Prospectus and these
other documents may also be obtained from Extensity by directing a request
through the Investors Relations portion of Extensity's website at
http://www.extensity.com or by mail to Extensity, Inc., 2200 Powell Street,
Suite 300, Emeryville, California, 94608, Attention: Investor Relations or by
telephone at (510) 594-5700.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
Extensity files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Extensity's
filings with the Commission are also available to the public from commercial
document-retrieval services and at the website maintained by the Commission at
http://www.sec.gov.
Interests of Certain Persons in the Merger
Extensity will be, and certain other persons named below may be, soliciting
proxies from Extensity stockholders in favor of the adoption of the merger
agreement and approval of the merger. The directors and executive officers of
Extensity and the directors and executive officers of Geac may be deemed to be
participants in Extensity's solicitation of proxies.
The directors and executive officers of Extensity have interests in the merger,
some of which may differ from, or may be in addition to, those of Extensity's
stockholders generally. Those interests include: as of August 26, 2002, the
directors and executive officers of Extensity, as a group, may be deemed to
beneficially own approximately 26.3% of Extensity's outstanding common stock; in
connection with the signing of the merger agreement, certain executive officers
entered into employment agreements with Extensity; certain of the directors and
executive officers of Extensity may own options to purchase shares of Extensity
common stock which will become vested and exercisable in connection with the
merger; certain of the directors and executive officers of Extensity may be
covered by severance plans that may be triggered in connection with the merger;
and Geac has agreed to provide indemnification and director and officer
liability insurance coverage to the directors and executive officers of
Extensity following the merger.
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Extensity is a registered trademark of Extensity, Inc. All other product
and company names mentioned are the property of their respective owners
and are mentioned for identification purposes only.