EXHIBIT (A)(1)(H)
GEAC AND COMSHARE SATISFY ANTITRUST CONDITION TO
COMSHARE ACQUISITION
GEAC'S CASH TENDER OFFER AT $4.60 PER SHARE EXPECTED TO BE CONSUMMATED
ON JULY 31, 2003
MARKHAM, ON, SOUTHBOROUGH, MA AND ANN ARBOR, MI - JULY 16, 2003 - Geac Computer
Corporation Limited (TSX: GAC) and Comshare, Incorporated (NASDAQ: CSRE), today
announced that on July 15, 2003 the Federal Trade Commission granted early
termination of the waiting period required by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to Geac's proposed acquisition of
Comshare. On July 1, 2003 Geac commenced a cash tender offer to purchase all of
the outstanding shares of common stock of Comshare. In the tender offer,
Comshare shareholders will receive US $4.60 in cash for each share of Comshare
common stock tendered. The tender offer is expected to be consummated
immediately following the expiration of the offer at midnight on July 30, 2003.
Comshare's Board of Directors has unanimously approved the transaction. On July
1, 2003 Comshare filed with the Securities and Exchange Commission, and on July
3, 2003 mailed to its stockholders, its 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 tender their
shares pursuant to the offer. 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 also agreed to support
the transaction and to tender their shares to Geac.
"We continue to believe that this transaction represents an excellent
opportunity for Comshare's shareholders, customers and partners," stated
Comshare Chief Executive Officer Dennis Ganster. "Comshare's product solutions
and experience are a perfect match for Geac's vision for business performance
management. Geac has the resources to help accelerate the growth of our business
and a large customer base which is seeking solutions such as ours."
"We look forward to completing our tender offer for Comshare's outstanding
common shares," said Paul Birch, Chief Executive Officer of Geac. "The Comshare
acquisition will create significant cross-selling opportunities as well as new
revenue streams and new sales channels for Geac, and the merged companies will
be able to leverage their combined global presence and Geac's significant
installed base. Geac's acquisition of Comshare, like our acquisition of
Extensity in March 2003, represents an important step toward building out the
business performance solution map that we've previously outlined."
The Geac tender offer is being made pursuant to the previously announced
definitive merger agreement between Geac and Comshare dated as of June 22, 2003
and is conditioned upon, among other things, there being validly tendered and
not properly withdrawn prior to the
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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 merger contemplated by the merger agreement is also
subject to 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
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. 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 Computer Corporation Limited (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
This announcement is not a recommendation, an offer to purchase or a
solicitation of an offer to sell shares of Comshare. Geac has filed with the
Securities and Exchange Commission a tender offer statement on Schedule TO, and
Comshare has filed with the Commission a solicitation/recommendation statement
on Schedule 14D-9, with respect to the tender offer. Comshare stockholders are
advised to read Geac's tender offer statement and Comshare's
solicitation/recommendation statement because they 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 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
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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:
JAY SHERRY
SVP, MARKETING AND STRATEGIC ALLIANCES
GEAC
508.871.5060
JAY.SHERRY@GEAC.COM
DAN MARTIN
PROGRAM SUPERVISOR
MILLER CONSULTING GROUP
617.262.1800 X233
DAN@MILLERGRP.COM
BRIAN HARTLEN
SENIOR VICE PRESIDENT
COMSHARE
713.996.8010
BHARTLEN@COMSHARE.COM
BRIAN J. JARZYNSKI
CHIEF FINANCIAL OFFICER
COMSHARE
734.994.4800
BJARZYNSKI@COMSHARE.COM
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