EXHIBIT (a)(1)(J)
(GEAC LOGO) (COMSHARE LOGO)
NEWS RELEASE
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GEAC AND COMSHARE ANNOUNCE RESULTS OF COMSHARE TENDER OFFER;
GEAC ACQUIRES APPROXIMATELY 84% OF COMSHARE
GEAC TO PROVIDE SUBSEQUENT OFFERING PERIOD
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, today announced the results of Geac's tender offer for all the
outstanding common shares of Comshare, which expired at midnight on July 31,
2003. Based upon a preliminary tally by Equiserve Trust Company, N.A., the
Depositary for the offer, 9,039,483 shares, or 83.5% of Comshare's outstanding
shares, were validly tendered (including 134,144 shares tendered by notice of
guaranteed delivery). Geac has accepted for payment all shares validly tendered
and not properly withdrawn. The final count of shares tendered, including
guaranteed deliveries, will be available on August 5, 2003. Shareholders who
validly tendered prior to the expiration of the offer and whose shares were not
properly withdrawn will promptly receive the offer price of US$4.60 net per
share, in cash.
Geac also announced that it will provide a subsequent offering period of seven
business days, which will commence at 9:00 a.m. EDT today, and expire at 5:00
p.m. EDT on Monday, August 11, 2003, unless extended. Common shares of Comshare
validly tendered during this subsequent offering period will be accepted
immediately and paid for promptly as they are accepted. Holders who validly
tender during the subsequent offering period will receive the same offer price
of US$4.60 net per share, in cash, that is payable to holders who tendered
during the original offering period. Pursuant to Rule 14d-7(a)(2) under the
Securities Exchange Act of 1934, no withdrawal rights will apply during the
subsequent offering period.
The purpose of the subsequent offering period is to enable holders of common
shares of Comshare who did not tender during the original offering period to
participate in the offer and to receive the US$4.60 offer price on an expedited
basis. Pursuant to the agreement and plan of merger entered into on June 22,
2003 among Geac, its wholly owned subsidiary Conductor Acquisition Corp. and
Comshare, Geac will acquire the balance of the shares not tendered during the
original offering period and the subsequent offering period through a cash
merger of Conductor Acquisition Corp. with and into Comshare. In the merger,
holders of any remaining outstanding common shares of Comshare will receive cash
in the amount of US$4.60. Geac holds approximately 84% of the outstanding common
shares of Comshare. This is sufficient to enable Geac, under the articles of
incorporation of Comshare and applicable Michigan law, to approve the merger.
However, if Geac can acquire, during the subsequent offering period, shares
that, in addition to those already tendered, constitute at least 90% of the
outstanding common shares of Comshare, Geac will be able, under applicable
Michigan law, to consummate the merger without the need for a meeting of the
stockholders of Comshare. In this event, the merger could take place immediately
following the expiration
of the subsequent offering period on August 11, 2003. If Geac is unable to
acquire at least 90% of the outstanding common shares of Comshare, it will be
necessary for Comshare to schedule a meeting of its shareholders to approve the
merger and for such purpose to circulate proxy materials and solicit proxies
from its shareholders. In this case, although a favorable outcome of the
shareholder meeting is assured, the completion of the second step merger likely
would not occur, and Comshare shareholders would not be entitled to receive the
merger consideration, until approximately 45 to 60 days after the expiration of
the original offer. In either event, holders of common shares of Comshare who
did not tender will receive in the merger the same US$4.60 per share payable to
holders who tender during the subsequent offering period.
Shareholders who wish to accept the offer during the subsequent offering period
may do so by properly completing and executing the Letter of Transmittal that
accompanied the Offer to Purchase and depositing the same, together with
certificates representing their shares, with the Depositary in accordance with
the instructions in the Letter of Transmittal and the Offer to Purchase.
Shareholders may also accept the offer by following the procedures for
book-entry transfer or for guaranteed delivery described in Section 3 of the
Offer to Purchase, under "The Offer-Procedures for Accepting the Offer and
Tendering Shares."
Questions and requests for assistance concerning the offer may be directed to
Georgeson Shareholder Securities Corporation, the dealer manager for the offer,
at (800) 445-1790, or Georgeson Shareholder Communications Inc., the information
agent for the offer, at (800) 286-9178.
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
905.475.0525 x3325
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