EXHIBIT (a)(1)(D)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
COMSHARE, INCORPORATED
AT
$4.60 NET PER SHARE
BY
CONDUCTOR ACQUISITION CORP.,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
GEAC COMPUTER CORPORATION LIMITED
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
WEDNESDAY, JULY 30, 2003, UNLESS THE OFFER IS EXTENDED.
July 1, 2003
To Brokers, Dealers, Banks, Trust Companies and other Nominees:
We have been engaged by Conductor Acquisition Corp., a Michigan corporation
(the "Purchaser") and an indirect wholly owned subsidiary of Geac Computer
Corporation Limited, a corporation governed by the Canada Business Corporations
Act ("Geac"), to act as the information agent (the "Information Agent") in
connection with the Purchaser's offer to purchase all of the outstanding shares
of common stock, par value $1.00 per share (the "Shares"), of Comshare,
Incorporated, a Michigan corporation ("Comshare"), at a price of $4.60 per share
(the "Offer Price"), net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase, dated July 1, 2003 (the "Offer to Purchase"), and in the Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Please furnish copies of the enclosed
materials to those of your clients for whom you hold Shares that are registered
in your name or in the name of your nominee.
Holders of Shares who wish to tender their Shares but whose certificates
for such Shares (the "Share Certificates") are not immediately available, who
cannot complete the procedures for book-entry transfer on a timely basis, or who
cannot deliver all other required documents to EquiServe Trust Company, N.A.
(the "Depositary") prior to the Expiration Date (as defined in the Offer to
Purchase) must tender their Shares according to the guaranteed delivery
procedure set forth in the Offer to Purchase.
Enclosed herewith are copies of the following documents:
1. The Offer to Purchase dated July 1, 2003;
2. The Letter of Transmittal to be used by shareholders of Comshare to
tender Shares in the Offer (manually signed copies of the Letter of
Transmittal may also be used to tender Shares);
3. A letter to shareholders of Comshare from the Chairman of the
Board, President and Chief Executive Officer of Comshare, accompanied by
Comshare's Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission by Comshare, which includes the
recommendation of Comshare's board of directors that Comshare shareholders
accept the Offer and tender their Shares to the Purchaser pursuant to the
Offer;
4. A printed form of letter that may be sent to your clients for whose
account you hold Shares that are registered in your name or in the name of
your nominee, with space provided for obtaining such clients' instructions
with regard to the Offer;
5. Notice of Guaranteed Delivery to be used to accept the Offer if
Share Certificates are not immediately available or if such certificates
and all other required documents cannot be delivered to the Depositary or
if the procedures for book-entry transfer cannot be completed on a timely
basis;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to EquiServe Trust Company, N.A., as the
Depositary for the Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE OFFER
AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON WEDNESDAY,
JULY 30, 2003, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, there being validly
tendered in accordance with the terms of the Offer and not properly withdrawn
prior the Expiration Date (as defined in the Offer to Purchase) a number of
Shares that, when added to the number of Shares owned by Geac, Purchaser or any
affiliate of Geac or Purchaser, represents at least a majority of the total
shares of Comshare common stock issued and outstanding on a fully diluted basis
(the "Minimum Condition"). The Offer is also subject to other conditions
described in Section 15 (Certain Conditions of the Offer) of this Offer to
Purchase.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of June 22, 2003 (the "Merger Agreement"), by and among Geac, the Purchaser
and Comshare pursuant to which, following the purchase of Shares in the Offer
and the satisfaction or waiver of certain conditions, the Purchaser will be
merged with and into Comshare (the "Merger"), with Comshare surviving the Merger
as an indirect wholly owned subsidiary of Geac. As a result of the Merger, each
outstanding Share (other than Shares owned by Geac, the Purchaser, Comshare or
any subsidiary of Geac or Comshare) will be converted into the right to receive
the price per Share paid in the Offer in cash, without interest thereon.
COMSHARE'S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING, WITHOUT
LIMITATION, THE OFFER, THE MERGER AND THE PURCHASE OF THE SHARES AND ASSOCIATED
RIGHTS CONTEMPLATED BY THE OFFER (COLLECTIVELY, THE "TRANSACTIONS"), ARE FAIR TO
AND IN THE BEST INTERESTS OF THE COMSHARE'S SHAREHOLDERS; HAS UNANIMOUSLY
APPROVED AND ADOPTED THE MERGER AGREEMENT AND THE TRANSACTIONS, INCLUDING THE
OFFER AND MERGER, IN ACCORDANCE WITH THE REQUIREMENTS OF MICHIGAN LAW; AND HAS
AGREED TO RECOMMEND THAT COMSHARE'S SHAREHOLDERS ACCEPT THE OFFER, AND APPROVE
AND ADOPT THE MERGER AGREEMENT AND THE MERGER.
On the terms of and subject to the conditions to the Offer, promptly after
the Expiration Date of the Offer, the Purchaser will accept for payment, and pay
for, all Shares validly tendered to the Purchaser and not properly withdrawn
prior to the Expiration Date of the Offer. To validly tender Shares in the Offer
(i) the certificate(s) representing the tendered Shares, together with the
Letter of Transmittal, properly completed and duly executed, together with any
required signature guarantees, and any other required documents, must be
received by the Depositary on or prior to the Expiration Date, (ii) in the case
of a tender effected pursuant to the book-entry transfer procedures described in
the Offer to Purchase (a) either the Letter of Transmittal, properly completed
and duly executed, together with any required signature guarantees, or an
Agent's Message (as defined in the Offer to Purchase), and any other required
documents, must be received by the Depositary prior to the Expiration Date of
the Offer, and (b) the Shares to be tendered must be delivered pursuant to the
book-entry transfer procedures described in the Offer to Purchase and a
Book-Entry Confirmation (as defined in the Offer to Purchase) must be received
by the Depositary prior to the Expiration Date or (iii) the tendering
shareholder must comply with the guaranteed delivery procedures described in the
Offer to Purchase prior to the Expiration Date.
Neither the Purchaser nor Geac will pay any fees or commissions to any
broker or dealer or other person (other than the Depositary, the Information
Agent and Georgeson Shareholder Securities Corporation, the dealer manager for
the Offer (the "Dealer Manager")) in connection with the solicitation of tenders
of Shares in connection with the Offer. You will be reimbursed by the Purchaser
upon request for customary mailing and handling expenses incurred by you in
forwarding the enclosed materials to your customers. The Purchaser will pay or
cause to be paid all stock transfer taxes applicable to its purchase of Shares
pursuant to the Offer, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.
Questions regarding the Offer, and requests for additional copies of the
enclosed material, may be directed to the Information Agent at the address and
telephone number listed on the back cover of the Offer to Purchase.
Very truly yours,
GEORGESON SHAREHOLDER COMMUNICATIONS
INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, GEAC, THE DEPOSITARY, THE
INFORMATION AGENT OR THE DEALER MANAGER OR AUTHORIZE YOU OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF
TRANSMITTAL FOR THE OFFER.
Georgeson Shareholder Communications Inc.
17 State Street -- 10th Floor
New York, New York 10004
Banks and Brokers Call: (212) 440-9800
All Others Call Toll Free: (800) 286-9178