EXHIBIT (a)(39)
[GEAC LOGO] [COMSHARE(R) LOGO]
NEWS RELEASE
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GEAC COMPLETES TENDER OFFER FOR COMSHARE, INCORPORATED
TRANSACTION BROADENS GEAC'S BUSINESS PERFORMANCE MANAGEMENT SUITE,
DEMONSTRATES FURTHER COMMITMENT TO CORPORATE GROWTH STRATEGY
MARKHAM, ONTARIO AND ANN ARBOR, MICHIGAN-- August 1, 2003 -- Geac Computer
Corporation Limited (TSX: GAC), a global enterprise software company for
Business Performance Management, and Comshare, Incorporated (Nasdaq: CSRE), a
leading provider of software that helps companies implement and execute
strategy, announced earlier today that Geac had acquired approximately 84% of
Comshare's outstanding shares, pursuant to a tender offer by Geac which expired
at midnight on July 31, 2003. As previously announced, Geac will provide a
subsequent offering period, expiring at 5:00 p.m. EDT on August 11, 2003, to
enable any Comshare shareholders who have not already done so to tender their
shares. Geac will acquire the balance of the shares not tendered through a cash
merger of its wholly owned subsidiary Conductor Acquisition Corp. with and into
Comshare.
The acquisition of Comshare further enhances Geac's Business Performance
Management offerings with the addition of Comshare's MPC(TM) suite of planning,
budgeting, forecasting, financial consolidation, and management reporting and
analysis solutions. The addition of Comshare demonstrates that Geac is executing
on its Business Performance Management strategy to offer a portfolio of
high-value solutions that optimize organizations' critical financial and
operations functions, and that help customers address regulatory and compliance
imperatives related to the Sarbanes-Oxley Act of 2002 and other similar
legislation. "Bringing Comshare into the Geac family is a win for Geac's and
Comshare's customers, shareholders and employees," said Charles S. Jones,
president of Geac. "This transaction not only responds to our customers' stated
need for powerful financial planning tools, it also stands to build shareholder
value by positioning Geac in another high-growth segment of the software
industry. We selected Comshare for its strength in the corporate performance
management market, its modern technology and its outstanding customer
satisfaction. We expect Geac to provide a platform for assisting Comshare to
grow while providing customers with more technology and product alternatives."
In a Research Alert published on June 23, 2003, AMR Research stated, "Comshare
is a fine fit for Geac... Comshare's existing product portfolio of financial
planning, budgeting, forecasting, and consolidation software will help Geac
position this broad range of [Business Performance Management] products with its
existing customers, supplementing its System21, SmartStream, and E- and M-Series
product lines."
Concurrent with Geac's acceptance of the tendered shares, James M. Travers has
been appointed President and Chief Executive Officer of Comshare, Inc. Travers
remains Senior Vice President of Geac Computer Corporation Limited, and
President of Geac Americas. To ensure seamless continuity of the business, Brian
Jarzynski, senior vice president, CFO and treasurer; Dave King, senior vice
president and CTO; Brian Hartlen, senior vice president, marketing; Kenneth
Kane, senior vice president, field operations; and
Patrick D. Berryman, vice president and general counsel of Comshare will remain
in their positions. Dennis Ganster resigned as President and Chief Executive
Officer of Comshare, Inc. to pursue other interests.
Mr. Jones said, "Comshare's management team, led by Dennis Ganster, has done an
excellent job of building an innovative product line and a loyal customer base.
I thank Dennis for his hard work, and his support of this transaction."
As contemplated by the merger agreement, six designees of Geac have been
appointed as directors of Comshare. The Geac designees, who will constitute a
majority of the Board of Directors of Comshare, are Anna C. Forgione, Steven
Horniak, Ruth Klein, Derek J. Murphy, Lou J. Pagotto and James M. Riley.
Comshare directors Richard Crandall, Kathryn A. Jehle and John H. MacKinnon,
along with Mr. Ganster, have resigned from the Board of Directors of Comshare.
Comshare directors Geoffrey Bloom, Alan G. Merten, John F. Rockart and Anthony
G. Stafford will continue in office pending completion of the merger, and will
constitute the committee of independent directors of Comshare contemplated by
the merger agreement.
ABOUT GEAC
Geac (TSX: GAC - News) 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.
ABOUT COMSHARE
Comshare, Incorporated (NASDAQ:CSRE) is a leading provider of software that
helps companies implement and execute strategy. Comshare's corporate performance
management application encompasses planning, budgeting, forecasting, financial
consolidation, management reporting and analysis. For more information on
Comshare, please call 1-800-922-7979, send email to info@comshare.com or visit
Comshare's website at www.comshare.com.
SAFE HARBOR STATEMENT
This press release may contain forward-looking statements based on current
expectations. Important factors that could cause a material difference between
these forward-looking statements and actual events include those set forth under
the heading "Risks and Uncertainties" in Geac's Management Discussion and
Analysis for the fiscal year ended April 30, 2003 contained in its Report of
Foreign Issuer on Form 6-K, filed with the United States Securities and Exchange
Commission on July 2, 2003, copies of which are available through the website
maintained by the SEC at www.sec.gov, and in Geac's Management Discussion and
Analysis for the fiscal year ended April 30, 2003 filed with the Canadian
Securities Administrators on June 25, 2003 and available through the website
maintained by the Canadian Depository for Securities Limited at www.sedar.com.
FOR FURTHER INFORMATION
INVESTOR CONTACT:
Melody Firth
Geac
(905) 940-3709
melody.firth@geac.com
MEDIA CONTACTS:
David Domeshek
Geac
(508) 871-5064
david.domeshek@geac.com
Charles Spofford
Miller Consulting
(617) 262.1800
charles@millergrp.com