EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
COMSHARE TO BE ACQUIRED BY GEAC
ACQUISITION DELIVERS HIGH-VALUE FINANCIAL APPLICATIONS TO BROADEN GEAC'S
BUSINESS PERFORMANCE MANAGEMENT SUITE
ANN ARBOR MICH., JUNE 23, 2003 -- Comshare, Incorporated (NASDAQ: CSRE)
announced that it has entered into a definitive merger agreement with Geac (TSX:
GAC), a global enterprise software company for business performance management
based in Markham, Ontario. Under the terms of the definitive agreement,
Comshare, Incorporated, a leading provider of corporate performance management
software, will be acquired through a cash tender offer, followed by a cash
merger. Comshare stockholders will receive US$4.60 in cash for each share of
Comshare common stock held. With this acquisition, Geac broadens its suite of
business performance management solutions by adding Comshare's MPC(TM) suite of
planning, budgeting, forecasting, financial consolidation, and management
reporting and analysis solutions.
Comshare's Board of Directors has unanimously approved the transaction
and recommends that its stockholders accept the proposed acquisition. The tender
offer is expected to close by August 2003. Additional transaction terms are set
out below.
"This is an excellent opportunity which brings value to our
shareholders, our customers and our partners," stated Dennis Ganster, Chief
Executive Officer and Chairman of Comshare. "Comshare's solutions and experience
are a perfect match with Geac's vision for business performance management. Geac
has the resources to help accelerate the growth of our core business and a large
customer base seeking our suite of solutions."
TRANSACTION TERMS
The cash tender offer by Conductor Acquisition Corp., a wholly owned
subsidiary of Geac, is expected to commence on or before July 3, 2003, and will
be followed by a cash merger in which any outstanding shares not tendered will
be acquired by Conductor Acquisition Corp. for US$4.60 per share. In connection
with the closing of the tender offer all outstanding Comshare stock options
become immediately exercisable by their terms. In the merger all outstanding
stock options will be cancelled and holders of outstanding stock options will
receive cash representing the difference between US$4.60 and the exercise price
of their options, aggregating approximately US$2.2 million.
The tender offer is expected to be consummated by August 2003, and,
assuming at least 90% of Comshare's outstanding common stock is tendered, the
merger will close immediately thereafter. The transaction is subject to the
acquisition by Geac through the tender offer of ownership of at least a majority
of Comshare's outstanding common stock, regulatory clearance, approval by
Comshare's stockholders (if less than 90% of Comshare's outstanding shares are
acquired by Geac in the tender offer) and other customary closing conditions.
The holders of
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approximately 15% of Comshare's outstanding common stock, including Dennis
Ganster, Chief Executive Officer of Comshare, Codec Systems Limited and Anthony
Stafford, have agreed to support the transaction and to tender their shares to
Geac. Bryant Park Capital acted as the exclusive financial advisor to Comshare
on this transaction.
BUSINESS PERFORMANCE MANAGEMENT
Geac's approach to business performance management goes beyond mere
financial analytics by linking a company's operational and financial processes
with management, planning and control solutions. These solutions and services
help automate, measure and improve its customers' businesses for better
performance. Comshare products will be integrated into Geac's existing
application offerings through the use of Geac's application integration
framework, designed to speed integration and maximize interoperability between
disparate applications. This represents an important step in Geac's ongoing
efforts to build a complete suite of front office applications.
CONFERENCE CALL NOTICE
Management from both Geac and Comshare will host a conference call
today, Monday, June 23, 2003 at 9:00 AM EDT to discuss the transaction.
Listeners can access the conference call at 416.405.9328 or 1.800.387.6216 or
via webcast at http://www.investors.geac.com. A replay of the conference call
will be available from June 23, 2003 at 10:00 AM to June 30, 2003 at 11:59 PM
EDT. The replay can be accessed at 416.695.5800 or 1.800.408.3053. The pass code
for the replay is 1441210.
ABOUT COMSHARE, INCORPORATED
Comshare, Incorporated is a leading provider of software that helps
companies implement and execute strategy. Comshare's application for corporate
performance management encompasses planning, budgeting, forecasting, financial
consolidation, management reporting, and analysis. In business for over 35
years, Comshare is one of the top independent software companies, with Fortune
500 and Financial Times Top 1000 customers around the world. Comshare is a
Business Objects Partner, a Siebel Software Partner, and a Microsoft Gold
Certified Partner for Business Intelligence and Software Products. For more
information on Comshare call, 1.800.922.7979, send email to info@comshare.com,
or visit Comshare's website at www.comshare.com.
Comshare(R) is a registered trademark and Comshare MPC(TM) are
trademarks of Comshare, Incorporated. All other trademarks are the property of
their respective holders.
ABOUT GEAC
Geac (TSX: GAC) is a global enterprise software company for business
performance management, providing customers worldwide with the core financial
and operational solutions and services to improve their business performance in
real time. Further information is available at http://www.geac.com or through
e-mail at info@geac.com.
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All Geac products and services referred to herein are the registered
trademarks or trademarks of Geac Computer Corporation Limited or its
subsidiaries. All other brand or product names are registered trademarks or
trademarks of their respective holders.
ADDITIONAL INFORMATION
This announcement is not a recommendation, an offer to purchase or a
solicitation of an offer to sell shares of Comshare. Geac has not commenced the
tender offer for shares of Comshare. Upon commencement of the tender offer for
shares of common stock of Comshare, which is expected to occur on or before July
3, 2003, Geac will file with the Securities and Exchange Commission a tender
offer statement on Schedule TO, and the Company will thereafter file with the
Commission a solicitation/recommendation statement on Schedule 14D-9. Comshare
stockholders are advised to read Geac's tender offer statement and Comshare's
solicitation/recommendation statement when they are available because they will
contain important information about Geac, Comshare, the tender offer and the
merger. Comshare stockholders may obtain free copies of these statements, when
available, from the Commission's website at www.sec.gov, or by contacting Geac
Investor Relations at 905.475.0525 x3325 or Comshare Investor Relations at
734.994.4800 or email bjarzynski@comshare.com.
SAFE HARBOR STATEMENT
Certain information in this press release contains "forward looking
statements" within the meaning of the Securities Exchange Act of 1934, as
amended, including statements regarding the timing of the consummation of the
tender offer and merger. Actual results could differ materially from those in
the forward looking statements due to a number of uncertainties, including, but
not limited, to the timing of completion of the regulatory review process; the
possibility that approval of Comshare's stockholders may be required and, if
required, may not be obtained or may be delayed; the possibility that other
closing conditions in the merger agreement may not be satisfied; the risk that
important customers, suppliers, business partners or key executives of Comshare
might terminate their business relationships with Comshare due to the
announcement of the proposed acquisition of Comshare by Geac; the demand for
Comshare's products and services; the size, timing and recognition of revenue
from significant orders; the impact that cost reductions may have on Comshare's
revenues and operating results; increased competition and pricing pressures from
competitors; Comshare's success in and expense associated with developing,
introducing and shipping new products; new product introductions and
announcements by Comshare's competitors; the level of interest and success of
Comshare's distributors in marketing and selling Comshare's products; changes in
company strategy; product life cycles; the cost and continued availability of
third party software and technology incorporated into Comshare's products; the
impact of rapid technological advances, evolving industry standards and changes
in customer requirements, including the impact on Comshare's revenues of
Microsoft's OLAP database; the overall competition for key employees;
cancellations of maintenance and support agreements; software defects; changes
in operating expenses; fluctuations in foreign exchange rates; economic
conditions generally or in specific industry segments. In addition, Comshare
includes a more detailed discussion of risk factors in its reports filed with
the United States Securities and Exchange Commission, including the Annual
Report on Form 10-K filed on September 30, 2002 and the quarterly report on Form
10-Q filed on May 15, 2003. Comshare disclaims any obligation to update its
forward-looking statements to reflect any changes in expectations due to future
events or circumstances.
CONTACT:
Brian Hartlen Jay Sherry
SVP, Marketing SVP, Marketing and Strategic Alliances
Comshare, Incorporated Geac
734.994.4800 508.871.5060
bhartlen@comshare.com jay.sherry@geac.com