Exhibit (a)(1)(F)
[GEAC LOGO] NEWS RELEASE
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GEAC COMMENCES TENDER OFFER TO ACQUIRE COMSHARE
MARKHAM, ON AND SOUTHBOROUGH, MA - JULY 1, 2003 - Geac Computer Corporation
Limited (TSX: GAC), a global enterprise software company for business
performance management, today announced that it has commenced, through its
indirect, wholly owned subsidiary Conductor Acquisition Corp., a cash tender
offer to purchase all of the outstanding shares of common stock of Comshare,
Incorporated (Nasdaq: CSRE), a leading provider of corporate performance
management software.
The tender offer is being made pursuant to the previously announced definitive
merger agreement between Geac and Comshare dated as of June 22, 2003. Comshare
shareholders will receive US $4.60 in cash for each share of Comshare common
stock tendered. Comshare's Board of Directors has unanimously approved the
transaction and agreed to recommend that its shareholders accept it. The holders
of approximately 15% of Comshare's outstanding common stock, including Dennis
Ganster, Comshare's Chief Executive Officer, Codec Systems Limited and Anthony
Stafford, have agreed to support the transaction and to tender their shares to
Geac.
Geac today has filed with the Securities and Exchange Commission a tender offer
statement on Schedule TO setting forth in detail the terms of the tender offer,
and Comshare has filed with the Commission a solicitation/recommendation
statement on Schedule 14D-9 setting forth the conclusion of Comshare's Board of
Directors that the tender offer and the merger described in the merger agreement
are fair to and in the best interests of Comshare's shareholders, and the
recommendation of the Comshare Board of Directors that Comshare shareholders
accept the offer and tender their shares pursuant to the offer.
The tender offer will expire at 12:00 midnight on July 30, 2003, unless extended
in accordance with the merger agreement and the applicable regulations of the
Securities and Exchange Commission. The offer is conditioned upon, among other
things, there being validly tendered and not properly withdrawn prior to the
expiration date of the offer shares of Comshare common stock representing
not less than a majority of Comshare's total outstanding shares, calculated on a
fully diluted basis. 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 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.
ABOUT COMSHARE, INCORPORATED
Comshare, Incorporated 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. 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. 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.
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.
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
Geac has filed with the Securities and Exchange Commission a tender offer
statement on Schedule TO, and will mail to Comshare stockholders, the Offer to
Purchase and related documents. Comshare has filed with the Commission, and will
mail to Comshare stockholders, 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 because they will
contain important information about Geac, Comshare, the tender offer and the
merger. Comshare stockholders may obtain free copies of these statements from
the Securities and Exchange Commission's website at www.sec.gov, or by
contacting Geac Investor Relations at 905-475-0525 x3325 or investor@geac.com or
Comshare Investor Relations at 734-994-4800 or bjarzynski@comshare.com.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements that are based on current
expectations, including statements regarding the timing of the consummation of
the tender offer and merger. These forward-looking statements entail various
risks or uncertainties that could cause actual results to differ materially from
those reflected in the forward-looking statements. Important factors that could
cause such differences include the timing of completion of the regulatory review
process, the
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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, and other risks
and uncertainties described under the heading "Risk Factors" in Geac's
Registration Statement on Form F-4, No. 333-103019, filed with the United States
Securities and Exchange Commission (copies of which are available through the
website maintained by the Commission at www.sec.gov and through the website
maintained by the Canadian Depository for Securities Limited at www.sedar.com),
and under the heading "Safe Harbor Statement" in Comshare's Quarterly Report on
Form 10-Q for the three months ended March 31, 2003, filed with the Commission
(copies of which are available at www.sec.gov).
CONTACT INFORMATION:
PAUL D. BIRCH DAN MARTIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER PROGRAM SUPERVISOR
GEAC MILLER CONSULTING GROUP
508.871.5000 617.262.1800 X223
PAUL.BIRCH@GEAC.COM DAN@MILLERGRP.COM
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