Exhibit (a)(5)
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell Shares (as defined below). The Offer (as defined
below) is made solely by the Offer to Purchase, dated April 4, 2001
(the "Offer to Purchase"), and the related Letter of Transmittal
and is being made to all holders of Shares. The Offer is not
being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof
would not be in compliance with the laws of such
jurisdiction or any administrative or judicial
action pursuant thereto. In any jurisdiction
where securities, blue sky or other laws
require the Offer to be made by a
licensed broker or dealer, the Offer
shall be deemed to be made on behalf
of the Purchaser (as defined
below) by Deutsche Banc Alex.
Brown Inc. (the "Dealer
Manager") or one or more
registered brokers or
dealers licensed
under the laws of
such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Interact Commerce Corporation
at
$12.00 Net Per Share
by
Isaiah Acquisition Corp.
a wholly owned subsidiary of
The Sage Group plc
Isaiah Acquisition Corp., a Delaware corporation (the "Purchaser") and an
indirect wholly owned subsidiary of The Sage Group plc, a company organized
under the laws of England ("Parent"), is offering to purchase all of the
issued and outstanding shares of common stock ("Common Stock"), par value
$.001 (the "Shares"), of Interact Commerce Corporation, a Delaware
corporation (the "Company"), at a price of $12.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively
constitute the "Offer"). Tendering shareholders will not be obligated to
pay brokerage fees or commissions or, except as set forth in the Letter of
Transmittal, transfer taxes on the sale of Shares pursuant to the Offer.
The Purchaser will pay all fees and expenses incurred in connection with
the Offer of the Dealer Manager, MacKenzie Partners, Inc., which is acting
as the Information Agent (the "Information Agent"), and Mellon Investor
Services LLC, which is acting as the Depositary (the "Depositary"). The
Purchaser is offering to acquire all Shares as a first step in acquiring
the entire equity interest in the Company. Following consummation of the
Offer, the Purchaser intends to effect the merger described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON WEDNESDAY, MAY 2, 2001, UNLESS THE OFFER IS
EXTENDED.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of March 27, 2001 (the "Merger Agreement"), by and among Parent, the
Purchaser and the Company, pursuant to which, as soon as practicable after
the completion of the Offer and satisfaction or waiver, if permissible, of
all conditions to the Merger (as defined below), the Purchaser will be
merged with and into the Company and the separate corporate existence of
the Purchaser will thereupon cease. The merger of the Purchaser with and
into the Company, as effected pursuant to the immediately preceding
sentence, is referred to herein as the "Merger," and the Company as the
surviving corporation of the Merger is sometimes herein referred to as the
"Surviving Corporation." At the effective time of the Merger (the
"Effective Time"), each share of Common Stock then outstanding (other than
shares held by Parent, the Purchaser or any other wholly owned subsidiary
of Parent) will be canceled and retired and converted into the right to
receive $12.00 per Share or any higher price per share of Common Stock paid
in the Offer (such price being referred to herein as the "Offer Price"), in
cash payable to the holder thereof without interest.
The Board of Directors of the Company has unanimously determined that each
of the Merger Agreement, the Offer, the Merger, the Option Agreement (as
defined below) and the Shareholders Agreement (as defined below) is fair to
and in the best interests of the shareholders of the Company, and
unanimously recommends that the shareholders of the Company accept the
Offer and tender their Shares to the Purchaser pursuant to the Offer.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer, that
number of Shares which, when added to the Shares then beneficially owned by
Parent and the Purchaser, if any, represents at least a majority of the
Shares outstanding on a fully diluted basis (without giving effect to
Shares issuable under the Option Agreement on the date of purchase (the
"Minimum Condition"), the expiration or termination of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the regulations thereunder and any comparable
provisions under any pre-merger notification laws or regulations of foreign
jurisdictions, and the other conditions set forth in the Offer to Purchase.
As used herein, "fully diluted basis" takes into account the conversion or
exercise of all outstanding options and other rights and securities
exercisable or convertible into shares of Common Stock, but without giving
effect to Shares issuable under the Option Agreement described below.
As a condition and inducement to Parent's and the Purchaser's entering
into the Merger Agreement and incurring the liabilities therein, certain
shareholders of the Company (each, a "Shareholder"), who hold dispositive
power with respect to 2,604,967 Shares, concurrently with the execution and
delivery of the Merger Agreement entered into a Shareholders Agreement (the
"Shareholders Agreement"), dated as of March 27, 2001, with Parent and the
Purchaser. Pursuant to the Shareholders Agreement, the Shareholders have
agreed, among other things, to tender the Shares held by them in the Offer,
and to grant Parent a proxy with respect to the voting of such Shares in
favor of the Merger with respect to such Shares upon the terms and subject
to the conditions set forth in the Shareholders Agreement. In addition, in
the Shareholders Agreement, each Shareholder has granted Parent an option
(the "Shareholder Option") to purchase all Shares beneficially owned or
controlled by such Shareholder as of the date of the Shareholders
Agreement, or beneficially owned or controlled by such Shareholder at any
time thereafter (including, without limitation, by way of exercise of
options, warrants or other rights to purchase Common Stock), subject to
certain conditions.
As a condition and further inducement to Parent's and the Purchaser's
entering into the Merger Agreement and incurring the liabilities therein,
concurrently with the execution and delivery of the Merger Agreement,
Parent and the Company entered into a Stock Option Agreement (the "Option
Agreement"), dated as of March 27, 2001, pursuant to which, among other
things, the Company has granted Parent an option (the "Option") to purchase
up to 4,052,174 newly issued shares of Common Stock at a purchase price per
share of $12.00, subject to certain conditions.
For the purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares properly tendered to
the Purchaser and not withdrawn as, if and when the Purchaser gives oral or
written notice to the Depositary of the Purchaser's acceptance for payment
of such Shares. Payment for Shares accepted for payment pursuant to the
Offer will be made by deposit of the Offer Price therefor with the
Depositary, which will act as agent for tendering shareholders for the
purpose of receiving payment from the Purchaser and transmitting payment to
tendering shareholders. Under no circumstances will interest be paid on the
Offer Price to be paid by the Purchaser for the Shares, regardless of any
extension of the Offer or any delay in making such payment. In all cases,
payment for Shares accepted for payment pursuant to the Offer will be made
only after timely receipt by the Depositary of (i) certificates
representing such Shares (or a timely Book-Entry Confirmation (as defined
in the Offer to Purchase) with respect thereto, (ii) a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed,
with any required signature guarantees, or, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase) and
(iii) any other documents required by the Letter of Transmittal. The per
share consideration paid to any holder of Shares pursuant to the Offer will
be the highest per share consideration paid to any other holder of such
Shares pursuant to the Offer. Except as otherwise provided in the Offer to
Purchase, tenders of Shares are irrevocable. Except as provided below with
respect to a Subsequent Offering Period, Shares tendered pursuant to the
Offer may be withdrawn pursuant to the procedures set forth below at any
time prior to the Expiration Date (as defined in the Offer to Purchase)
and, unless theretofore accepted for payment and paid for by the Purchaser
pursuant to the Offer, may, as described in Section 4 of the Offer to
Purchase, also be withdrawn at any time after June 3, 2001.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary
at one of its addresses set forth on the back cover of the Offer to
Purchase and must specify the name of the person having tendered the Shares
to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder of the Shares to be withdrawn, if different from the name
of the person who tendered the Shares. If certificates representing Shares
have been delivered or otherwise identified to the Depositary, then, prior
to the physical release of such certificates, the serial numbers shown on
such certificates must be submitted to the Depositary and, unless such
Shares have been tendered by an Eligible Institution (as defined in the
Offer to Purchase), the signatures on the notice of withdrawal must be
guaranteed by an Eligible Institution. If Shares have been delivered
pursuant to the procedures for book-entry transfer as set forth in the
Offer to Purchase, any notice of withdrawal must also specify the name and
number of the account at the Book-Entry Transfer Facility (as defined in
the Offer to Purchase) to be credited with the withdrawn Shares and
otherwise comply with such Book-Entry Transfer Facility's procedures.
Withdrawals of tenders of Shares may not be rescinded, and any Shares
properly withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer. However, withdrawn Shares may be retendered by again
following one of the procedures described in the Offer to Purchase at any
time prior to the Expiration Date (as defined below).
Pursuant to Rule 14d-11 under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), and subject to the terms of the Merger
Agreement, the Purchaser may, subject to certain conditions, provide a
subsequent offering period following the expiration of the Offer on the
Expiration Date (a "Subsequent Offering Period"). A Subsequent Offering
Period is an additional period of time from three to twenty business days
in length, beginning after the Purchaser purchases Shares tendered in the
Offer, during which shareholders may tender, but not withdraw, their Shares
and receive the Offer Price. Pursuant to Rule 14d-7 under the Exchange Act,
no withdrawal rights apply to Shares tendered during a Subsequent Offering
Period, and no withdrawal rights apply during the Subsequent Offering
Period with respect to Shares tendered in the Offer and accepted for
payment. During a Subsequent Offering Period, the Purchaser would promptly
purchase and pay for all Shares tendered at the same price paid in the
Offer.
The term "Expiration Date" shall mean 12:00 Midnight, New York City time,
on Wednesday, May 2, 2001, unless and until the Purchaser, in accordance
with the terms of the Offer, shall have extended the period of time during
which the Offer is open, in which event the term "Expiration Date" shall
mean the latest time and date at which the Offer, as so extended by the
Purchaser, shall expire. All questions as to the form and validity
(including time of receipt) of notices of withdrawal will be determined by
the Purchaser, in its sole discretion, which determination will be final
and binding. None of the Purchaser, Parent, the Depositary, the Information
Agent, the Dealer Manager or any other person will be under any duty to
give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such
notification.
Subject to the terms of the Merger Agreement, the Purchaser may, from time
to time, (i) extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and the payment for, any Shares,
by giving oral or written notice of such extension to the Depositary, and
(ii) amend the Offer by giving oral or written notice of such amendment to
the Depositary. Any extension, amendment or termination of the Offer will
be followed as promptly as practicable by public announcement thereof, the
announcement in the case of an extension to be issued no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. During any such extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer, subject to the
right of a tendering shareholder to withdraw such shareholder's Shares.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, is contained in the Offer to Purchase and is incorporated
herein by reference.
The Company has provided the Purchaser with the Company's shareholder
lists and security position listings for the purpose of disseminating the
Offer to holders of Shares. The Offer to Purchase, the related Letter of
Transmittal and other relevant documents will be mailed by the Purchaser to
record holders of Shares, and will be furnished by the Purchaser to
brokers, dealers, commercial banks, trust companies and similar persons
whose names, or the names of whose nominees, appear on the shareholder
lists, or, if applicable, who are listed as participants in a clearing
agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.
The Offer to Purchase and the Letter of Transmittal contain important
information and should be read in their entirety before any decision is
made with respect to the offer.
Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and other tender offer documents may be
directed to the Information Agent or the Dealer Manager at the respective
addresses and telephone numbers set forth below, and copies will be
furnished at the Purchaser's expense. The Purchaser will not pay any fees
or commissions to any broker or dealer or other person (other than the
Dealer Manager) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
The Dealer Manager for the Offer is:
[DEUTSCHE BANC ALEX.BROWN LOGO]
Deutsche Banc Alex. Brown Inc.
31 W. 52nd Street
New York, NY 10019
Call Toll-Free (800) 334-2640
April 4, 2001