SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
INFINIUM SOFTWARE, INC.
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
FILING PURSUANT TO RULE 14a-12
This filing is being made pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934, as amended. This filing contains statements about Infinium
Software, Inc. ("Infinium"), SSA Global Technologies, Inc. ("SSA") and the
proposed acquisition of Infinium by SSA. Statements in this filing regarding the
proposed acquisition, the expected timetable for completing the acquisition,
future financial and operating results, benefits and synergies of the
acquisition, future opportunities for the combined company, benefits to be
derived from the proposed acquisition and any other statements about Infinium or
SSA's managements' future expectations, beliefs, goals, plans or prospects
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements that are not statements
of historical fact (including statements containing the words "believes,"
"plans," "anticipates," "expects," estimates and similar expressions) should
also be considered to be forward-looking statements. There are a number of
important factors that could cause actual results or events to differ materially
from those indicated by such forward-looking statements, including: the ability
to consummate the transaction, the ability to realize anticipated synergies and
cost savings and the other factors described in Infinium's Annual Report on Form
10-K for the fiscal year ended September 30, 2001 and its most recent quarterly
report filed with the SEC. Infinium and SSA expressly disclaim any intention or
obligation to update any forward-looking statements as a result of developments
occurring after the date of this filing.
The following is a transcript of a conference call that took place on October
28, 2002. Replay of this conference call is available on the website of Infinium
Software, Inc.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 1
INFINIUM SOFTWARE
MODERATOR: JIM MCGOWAN
OCTOBER 28, 2002
4:00 PM CT
Operator: Welcome to Infinium's conference call regarding its anticipated
acquisition by SSA Global Technologies and the reporting of its fourth
quarter and fiscal year results.
These materials may contain forward-looking statements within the meaning
of Section 27a of the Securities Act of 1933 as amended and Section 21e of
the Securities and Exchange Act of 1934 as amended. Any forward-looking
statements in these materials are subject to certain risks and
uncertainties that can cause actual results to differ materially from those
stated.
Statements in this press release regarding the proposed transaction between
Infinium Software and SSA Global Technologies, the expected timetable for
completing the transaction, future financial and operating results,
benefits, and synergies of the transaction, future opportunities for the
combined company and any other statements about Infinium or SSA Global
Technologies management's future expectations, beliefs, goals, plans, or
prospects constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.
Any other statements that are not statements of historical fact including
without limitation statements to the effect that Infinium or its management
"believe," "expect," "anticipate," "plan," "looks forward," and similar
expressions should also be considered forward-looking statements.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 2
Important factors that could cause actual results to differ from those
indicated by such forward-looking statements relating to the ability to
consummate the transaction, the ability of SSA Global Technologies to
successfully integrate Infinium operations and employees, the ability to
realize anticipated synergies and cost savings, the demand for Infinium's
projects and service offerings, inability to recognize deferred services
and maintenance, expansion of Infinium's business or increases in its
revenues, profits, or cash flows, seasonal variations and results,
competitive positions within the industry, changes in technology, stock
price volatility, the ability of the company to attract and retain key
personnel, general economic conditions, and those other factors and
uncertainties that are discussed under the caption "factors affecting
future performance" and other sections of Infinium's most recent annual
report to stockholders and subsequent filings with the Securities and
Exchange Commission.
Infinium Software and SSA Global Technologies disclaim any intention or
obligation to update any forward-looking statements as a result of
developments occurring after the date of this call. Today's conference is
being recorded. And at this time I'll turn the call over to Mr. McGowan.
Please go ahead sir.
Jim McGowan: Thank you Jennifer. Good afternoon everyone. I'm Jim McGowan,
President and CEO of Infinium. Thank you for joining our conference call.
In light of the announcement this morning regarding our decision to
execute, with Board approval, a definitive agreement to be acquired by SSA
GT for $7 cash per share, we'd like to change the format of this call a
bit.
First, Bill Gerraughty, our CFO, will provide our fourth quarter and fiscal
year financial results. Then I'll review the positive steps we've taken
over the last fiscal year. And in conclusion, talk about our decision to be
acquired by SSA GT. Let's begin. Bill?
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 3
Bill Gerraughty: Thanks Jim. Good afternoon. Here are the results of the fourth
quarter and fiscal year. Total revenues for the fourth quarter of fiscal
year 2002 were $16.4 million, compared to $16.7 million for the previous
quarter and $17.8 million for the fourth quarter of the prior year.
Income from continuing operations for the fourth quarter of fiscal year
2002 was $3.8 million or 26 cents per diluted share, compared to $4 million
or 27 cents per diluted share for the previous quarter and $2.5 million or
19 cents per diluted share for the fourth quarter of the prior year.
Net income for the fourth quarter was $3.8 million or 26 cents per diluted
share, compared to $4 million or 27 cents per diluted share for the
previous quarter. And the net loss was $6.5 million or 51 cents per diluted
share for the fourth quarter of the prior year.
Software license fees for the fourth quarter were $2.7 million, compared to
$3 million for the previous quarter and $2.3 million for the fourth quarter
of the prior year. Consulting and maintenance revenues for the fourth
quarter were the same as the prior quarter, $13.7 million, compared to
$15.5 million for the fourth quarter of the prior year.
Now on to our fiscal year results. Total revenues for fiscal year 2002 were
$66.7 million, compared to $76.7 million for fiscal year 2001. Income from
continuing operations for fiscal year 2002 was $14 million or 98 cents per
diluted share, compared to a net loss from continuing operations of $10.9
million or 84 cents per diluted share for fiscal year 2001.
Net income for fiscal year 2002 was $14 million or 98 cents per diluted
share, compared to the net loss of $24.3 million or $1.88 per diluted share
for fiscal year 2001.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 4
Software license fees for fiscal year 2002 were $10.7 million compared to
$10.4 million for the fiscal year 2001. Consulting and maintenance revenues
for the fiscal year 2002 were $56 million compared to $66.3 million for the
fiscal year 2001.
Turning to our balance sheet, we exited the year with a strong cash
position that is building each quarter. Infinium's cash, cash equivalents,
and marketable securities balance for the fourth quarter was $25.4 million,
compared to $20.5 million for the previous quarter and $17.5 million for
the second quarter of fiscal year 2002.
Excellent receivables management of 36 days DSO. No debt and good working
capital management. All contributing to a significantly strengthened
balance sheet over the fiscal year. Jim, I believe that wraps up the
financials.
Jim McGowan: Well thanks, Bill. Over the last fiscal year, Infinium has
transitioned from an underperforming company and become a stable enterprise
able to effectively serve our customers and shareholders. Looking back one
year ago, Infinium was at a crossroads.
Though it had a long operating history, solid stable solutions, a 40 plus
million dollar maintenance stream, and very high customer satisfaction and
retention rate, it also had a broken financial model, burning cash, had
suffered from several management team changes, and the shifting strategies
that go along with that.
What have we accomplished over the last year? Proudly speaking, I think a
great deal. We assembled an experienced management team, and that team
completed a core competency analysis that has become the basis of our
highly focused strategy.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 5
We stabilized the company and tackled tough issues head-on. We created and
executed on a solid financial model based on industry standards which got
us profitability quickly and built our cash positions.
With that as a backdrop, let's discuss the anticipated acquisition. First,
why is SSA GT interested in acquiring Infinium? Second, why have we agreed
to be acquired?
Let's talk about SSA GT's interest in Infinium. Their stated growth
strategy is based on acquiring high value brands like Infinium that offer
solutions that continually extend the life of their existing customers'
technology investments.
With Infinium's 1800 customers, SSA's customer base grows to over 9300
active clients worldwide. And the addition of Infinium revenues, particular
our recurring maintenance stream, pushes SSA's annual revenue to more than
$300 million.
This makes SSA a leader in a mid-market segment currently dominated by
smaller players and provides the financial strength to compete more
effectively against larger ERP players who are now starting to target the
mid-market.
Infinium's focus and presence in key verticals, especially in process
manufacturing, complements but does not overlap SSA's own vertical
expertise. With the addition of our hospitality gaming and healthcare
positions, SSA becomes a stronger vendor in a wide range of vertical
markets.
We offer both native IBM eServer, iSeries applications to complementary
product sets and vertical market expertise, shared customers and partners.
And lastly, the Infinium customer base represents an immediate revenue
opportunity for SSA GT to up-sell and cross-sell other products within its
portfolio.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 6
Now, let's talk about why we have agreed to be acquired. We see great value
in the combination of the two companies. In fact, we think SSA is probably
the best-positioned player in the industry to realize the value of
Infinium. SSA GT has a global presence, broad product set, and financial
strength, all of which creates value for our customers.
Additionally, we have similar strategies and views of the market
opportunities. Specifically, we both believe that the ERP space is a
consolidating market. And we believe participating early in this
consolidation provides the best return for our shareholders and best
opportunity for our customers.
We believe that this all cash merger is an attractive offer. One year ago
today, the trailing 30-day average of our stock was 86 cents. The trailing
30-day average today is $4.87. This represents a 466% increase year over
year. And the $7 price applies another 44% premium to the current 30-day
trading average.
Given our evaluation of the market and this offer, we believe that our
shareholders are receiving good value. In conclusion, we believe that
strategically this is the right deal to do at the right time. And we will
work diligently to ensure a smooth transition.
Thank you all for your support. We are now ready to take any questions that
you may have. Jennifer, back to you.
Operator: Thank you. This closes our live portion of the call. For those
analysts who wish to ask a question, please press the star key followed by
the digit 1 on your telephone keypad. If you are using a speakerphone,
please be certain that you have disabled your mute function in order to
allow your signal to reach our equipment. We will proceed in the order that
you signal us and we'll take as many questions as time permits.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 7
For those of you who are listening to the call for the first time and are
not analysts, this portion of the call is listen-only. We encourage you to
send any questions you may have to dave_griffin@infinium.com. Once again,
for those analysts who do have a question, please press star 1.
We'll go first to David Leiberman of Tiedemann & Company.
David Leiberman: Hi, congratulations on the transaction. A couple of quick
questions. Is the transaction conditioned on financing?
Bill Gerraughty: No, it is not.
David Leiberman: Okay, how do you expect them to finance it? I don't know much
about the acquirer.
Bill Gerraughty: SSA GT is backed by a large fund by the name of (Serabis) and
we believe they also have other sources of capital.
David Leiberman: Okay, and are there any market tests or EPS tests, I mean,
specific financial figures or the market can go down by a specific percent?
Bill Gerraughty: There are none of those conditions.
David Leiberman: Okay, great. Can you tell us a little bit about the process?
How you got this, you know, as to say, were there other companies involved?
Bill Gerraughty: No, I don't think we'll talk about the process. I think the
transaction stands on its own.
David Leiberman: Okay, thank you.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 8
Jim McGowan: David, thank you.
Operator: Next we have Stephen Haber of First New York Securities.
Stephen Haber: Do you compete in any way head-to-head, or not quite
head-to-head, but are you at all competitive with SSA?
Jim McGowan: At this particular point in time, Stephen, no we are not. We
do not see them in our space from that particular point. They are heavily
active in discreet manufacturing and we're more in the process side of it
in that particular vertical.
Stephen Haber: Is there any litigation going on that can in any way impinge on
the merger?
Jim McGowan: Stephen, I think again as Bill said before, the transaction stands
on the agreement and that's where it is.
Stephen Haber: Thank you.
Jim McGowan: All right, you're welcome.
Operator: Next we go to Bryan Long of Chesapeake Partners.
Bryan Long: I was wondering if you could talk a little about the current
business environment and, you know, whether you see things getting any
better out there or, you know, are things deteriorating?
Jim McGowan: Bryan, I think, and I'm going to take your question in context of
not the acquisition but from a point of view of Infinium and the ERC
marketplace.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 9
Last time on our last call we basically said that although we see our
software license fees have improved over this year over year, the
conditions in the marketplace at this particular point in time are very
difficult to close business.
And the reasoning behind that was the fact that every decision, whether
you're an incumbent or you're dealing with competition in there, every
decision is getting scrutinized not only from a CFO point of view but in a
total return on investment analysis right up through the top of the
organization after that.
So that has slowed down the close rate as far as that is concerned. So I
don't change my position on that over the course of the last three months.
I think competition has been on every call and we feel that conditions are
very, very difficult, to say the least, as far as moving forward in today's
context.
Bryan Long: Thank you.
Operator: Next we go to David Heger of Kennedy Capital.
David Heger: Was the difficult environment a decision factor in deciding to
move forward with the acquisition?
Jim McGowan: David, no. That had nothing to do with it as far as that was an
underscore in that.
David Heger: So really it sounds like more from the point of view that you felt
like it was pretty complementary combination in terms of...
Jim McGowan: I would say more than that. I'm sorry David, I didn't mean to cut
you off. Please finish.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 10
David Heger: All right. Just in terms of the vertical markets. It sounds like
it's fairly complementary, not a lot of overlap between the two firms.
Jim McGowan: Absolutely.
David Heger: And then, again, it's an all cash deal. Do you have a timeframe
for when you think it will be closed?
Bill Gerraughty: Yeah David, we expect this to be closed around the first of
the year. We've got to go through a process of the SEC approval process and
HSR filings and then hoping we get a shareholder vote. But we think that
timeframe is, you know, around the first of the year.
David Heger: Okay, and again as you said, all cash with - you feel pretty
confident in terms of no risk to the financing of the deal?
Bill Gerraughty: Yeah, there are no financing contingencies.
David Heger: Okay, thanks.
Bill Gerraughty: Thanks David.
Operator: Next we go to Steve Hanson of Millennium Partners.
Steve Hanson: Given their relatively aggressive timeframe for closing the
transaction, can you tell us why it's structured as a cash merger versus a
cash tender?
Jim McGowan: No I cannot.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 11
Steve Hanson: Okay. And my other question is, why did you choose to sell at
this point in time rather than waiting a while?
Bill Gerraughty: Really Steve, just a situation where we think it was the
right time, two companies coming together as Jim talked about earlier with
good market synergies, good kind of business synergies, and we thought it
was the appropriate time.
Steve Hanson: Okay. Was it a negotiated transaction? Did you seek them out,
or did they seek you out?
Bill Gerraughty: Yeah again, I don't think I'd go too far down that path other
than to say that the deal really - or the transaction stands on its own
merit.
Steve Hanson: Okay, thank you.
Operator: Next we go to Stanley Cohen of Atrium Advisors.
Stanley Cohen: Yeah, I hate to nitpick, but you said around the first of the
year. Any idea, I mean, before the first of the year, or after the first of
the year? From a shareholder's point of view, it's relevant.
Bill Gerraughty: It's too, Stanley - the SEC process itself has got some
variability to it and so forth. So I don't think we can be any more
specific than that.
Stanley Cohen: Oh okay. And any idea when the vote is going to happen or
anything like that? Still looking at the SEC? Do you have any ((inaudible))
dates?
Bill Gerraughty: No, we expect the closing to happen very shortly thereafter
the vote.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 12
Stanley Cohen: But you don't know the date of the voting yet.
Bill Gerraughty: No, and that will be serial relative to the SEC process.
Stanley Cohen: How about, are you and Jim personally or are you going to be
staying on with the company, are you taking active positions in the new
company? Can you speak about that?
Jim McGowan: That at this point in time, Stanley, is something that we can't
address.
Stanley Cohen: Can you address maybe...
Bill Gerraughty: Those decisions, Stanley, haven't been made. We'll make that
evaluation as we move forward.
Stanley Cohen: Will it be in the proxy?
Bill Gerraughty: Yes it will.
Stanley Cohen: Okay. And in the event that someone comes out and makes a higher
offer, are you guys absolutely - are there any penalties or anything of
that sort, if you were to take a higher offer?
Bill Gerraughty: Stanley, there is a termination fee, generically speaking,
$4 million, and the documents - or the definitive agreement will be filed
tomorrow with more details to be outlined there.
Stanley Cohen: Okay, thanks a lot guys.
Bill Gerraughty: Sure Stanley. Thank you. Take care.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 13
Operator: Next we go to Rick Dauteuil of Columbia Management Group.
Rick Dauteuil: I just - I heard the justification I guess to the $7 as
really focusing on premiums to where the stock had been and not necessarily
on multiples relative to peer group, multiples that - of other companies in
the marketplace. Maybe you can talk about, I know there's a fairness
opinion that somebody wrote on this, maybe you can talk about some of the
justification of the $7 beyond what you've already talked about premiums to
the stock.
Bill Gerraughty: What I would say on that is, the specifics behind that will
be in the proxy statement and so forth. I'd say that the fair value of the
$7 is on a number of benchmarks or bases in terms of comparable
transactions and price to sales relationships and so forth. But those
details will be part of the proxy.
Rick Dauteuil: Okay, so you wouldn't provide that on this call.
Jim McGowan: No Rick, we won't.
Operator: As a reminder to those analysts who do have a question, you may press
the star key followed by the digit 1. We'll take our next question from
Brian Hathaway of Hathaway Partners.
Brian Hathaway: I apologize, but my questions were just asked.
Jim McGowan: Okay Brian, well thanks very much.
Brian Hathaway: Okay, thank you.
Operator: Up next is Dan Sternberg of Ascendant Capital.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 14
Dan Sternberg: Hi, I'm just wondering and these questions have been asked a
couple of times now in terms of timing. But a definitive agreement
tomorrow, does that mean that there will be a proxy that will be available
on the SEC site? Or does that mean that you'll be filing an 8-K that would
have the merger agreement outlined in it?
Bill Gerraughty: No, the proxy would be filed in about 10 days as part of
an 8-K.
Dan Sternberg: Okay, so that would come in 10 days. I'm just trying to
figure out how you can get a January 1 close with all the SEC timing and
approvals needed. But I guess you guys are pretty confident in that.
Jim McGowan: Dan, that's a good description, yes.
Dan Sternberg: Okay, thanks.
Operator: Next we take a question from Allyn Seymour of Columbia Management
Group.
Allyn Seymour: Yeah, I have a question and that is any (Hart Scott Ragino)
issues. And maybe you could talk about, you know, share of market in your
specific market with the combined entities, whether there might be an issue
there.
Bill Gerraughty: Allyn, we don't believe there's any HSR issues. As far as
going any further into market share, I'm not prepared to do that tonight.
Allyn Seymour: Okay.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 15
Operator: Once again, as a reminder to our analysts who have questions, you
may press the star key followed by the digit 1. Up next we go to Ben Cubitt
of MCAP.
Ben Cubitt: Yes, my question's been answered. Thanks guys.
Jim McGowan: Okay Ben. Thank you.
Operator: Ladies and gentlemen, at any time during our question and answer
session, if you do find that your question has been answered, you may
remove yourself from the queue by pressing the pound sign. This will not
disconnect your line. It will simply remove your name from our roster.
We'll take our next question from David Witkin of Bear Stearns.
David Witkin: Hi, I was just wondering if you could comment on the relative
performance of the software - or of the licensing division versus the
consulting maintenance.
Jim McGowan: Are you talking about Infinium?
David Witkin: Yes.
Jim McGowan: Okay, David. In what tense are you asking?
David Witkin: Were you pleased by the strength in maintenance and services
revenues? It looked like those health firm or its licenses were down a
little sequentially.
Jim McGowan: Well we were pleased with the maintenance and services revenue,
very much so. And year over year our license revenues were up. And you're
right about the sequential quarter to quarter.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 16
David Witkin: Do you expect the same trends to continue?
Bill Gerraughty: We're not providing any guidance at this point, particularly
in light of the impending transaction.
David Witkin: Okay, thank you.
Jim McGowan: Jennifer, we have time for one more question. So if you could,
please?
Operator: We'll take our last question as a follow-up from David Leiberman of
Tiedemann & Company.
David Leiberman: Hi, just curious. So you said the proxy would be filed in 10
days and the merger agreement would be filed hopefully tomorrow.
Jim McGowan: The merger agreement will be filed tomorrow, that is correct.
David Leiberman: And the proxy 10 days or so?
Bill Gerraughty: Yes.
David Leiberman: Okay, great. And one last thing, (Serabis). You said that
they were - I guess they back the operation for SSA. Can you, I know you
can't say much about the financing, but are they hoping to use money out of
their present, you know, present funds they have? Or are they planning on
reusing financing that markets?
Jim McGowan: David, I can't comment on that at this particular point in time.
INFINIUM SOFTWARE
Moderator: Jim McGowan
10-28-02/4:00 pm CT
Confirmation # 394494
Page 17
David Leiberman: Okay, thanks.
Jim McGowan: All right, fine.
Operator: That concludes the question and answer session for today. At this
time, Mr. McGowan, I will turn the conference back over to you for any
additional or closing remarks.
Jim McGowan: Okay, thank you Jennifer, and for all of you for attending our
conference. We appreciate it. And we'll move on from there. Thank you very
much.
END
================================================================================
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC Infinium Software
plans to file with the SEC and mail to its stockholders a Proxy Statement in
connection with the transaction. The Proxy Statement will contain important
information about Infinium Software, SSA Global Technologies, the transaction
and related matters. Investors and security holders are urged to read the Proxy
Statement carefully when it is available.
Investors and security holders will be able to obtain free copies of the Proxy
Statement and other documents filed with the SEC by Infinium Software through
the web site maintained by the SEC at www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of the Proxy Statement from
Infinium Software by contacting those named at the top of this release.
Infinium Software, SSA Global Technologies, and their respective directors and
executive officers, may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the merger agreement.
Information regarding Infinium's directors and executive officers is contained
in Infinium's Form 10-K for the fiscal year ended September 30, 2001 and its
proxy statement dated January 3, 2002, which are filed with the SEC. As of
October 1, 2002, Infinium's directors and executive officers beneficially owned
approximately 22 percent of Infinium's common stock. In addition, all
outstanding Infinium options and restricted stock, whether or not vested,
including those held by directors and executive officers, will be cashed out in
the merger and executive officers will be entitled to certain severance benefits
under existing agreements. A more complete description will be available in the
Proxy Statement.