Rocket Software Inc. and Seagull Holding N.V. Reach Agreement on Revised Offer Price of euro 4.33 per Share
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3340 Peachtree Rd. N. E.
Atlanta, GA, 30326
Press release date: February 2, 2007
AMSTERDAM, Netherlands, ATLANTA, and NEWTON, Mass., Feb. 2 -- Rocket Software and Seagull Software announce that they have reached agreement on a revised offer price of euro 4.33 per share for Rocket Software's intended public offer to acquire 100% of the shares and outstanding stock options of Seagull Holding N.V. in an all-cash transaction. The offer price as announced in the press releases of 5 December 2006 and 11 January 2007 has been revised pursuant to a combination of factors including continued negotiations and due diligence.
Rocket Software has now completed its due diligence. The negotiations and obtaining final Supervisory Board approval are continuing to progress, and Seagull Software is continuing its discussions with major shareholders on their willingness to tender. Rocket Software continues to believe that it will be in a position to obtain adequate financing for the intended offer. Both parties have made substantial progress on the merger protocol and expect to be in a position to sign the definitive merger protocol shortly. The merger protocol is expected to contain customary commencement conditions and completion conditions for the intended public offer, including but not limited to (i) Seagull Software's Management Board and Supervisory Board recommending the public offer, (ii) the absence of a material adverse effect, (iii) the continuation of the business in the ordinary course and (iv) no breach of the representations and warranties to be included in the merger protocol having occurred.
Investors are cautioned that this announcement includes forward looking statements that are subject to risks and uncertainties that include (but are not limited to) signing of the definitive merger protocol, successful completion of all activities required to effect the transaction, and the timing of the transaction.
This is a press release within the meaning of section 9b paragraph 2 sub (d) of the Decree on the Supervision on the Securities Transactions (Besluit toezicht effectenverkeer 1995 ).
About Rocket Software
Rocket Software is a global development firm that builds Enterprise Infrastructure products for the world's leading OEMs, networks and software companies. The company's current lines of business complement and extend strategic OEM offerings in the areas of enterprise and mobile security, relational databases, mobile and wireless computing, and operational support systems (OSS). Rocket's current OEM relationships and technology partners include IBM, RSA Security, Microsoft, NEC, and Toshiba. Rocket Software is based in Newton, Mass. For more information, visit www.rocketsoftware.com.
About Seagull Software
Seagull Software specializes in technology that transforms "legacy" applications into SOA-compliant Web services, helping enterprises achieve exponentially faster IT support for business change, governance and compliance. Our LegaSuite(R) software platform includes integration, GUI, workflow and terminal emulation technology. With LegaSuite, customers connect legacy applications on IBM mainframe, VME/ICL mainframe, System i, UNIX/VT and Windows client/server platforms to the Web, to other middleware and to newer- generations of applications such as portals, CRM and SCM. LegaSuite is based on open standards including Web services, XML, J2EE and .NET. Powerful and innovative tools require no coding, which means rapid results, reduced risk and no maintenance burden. Committed to providing the best customer experience in the industry, Seagull Software's technology is in use in more than 10,000 business and government organizations worldwide, and by millions of end users. Seagull Software has direct operations in the United States, Canada, the Netherlands, UK, France, and Germany, supplemented by distributors serving approximately 30 additional countries. For more information, visit www.seagullsoftware.com.
Source: Seagull Software
CONTACT: Europe: Mory Motabar, +31-78-6322-800, ext. 932, firstname.lastname@example.org, or USA: Dianne Edwards, +1-404-760-1560, Ext. 2312, email@example.com, both of +Seagull Software
Web site: http://www.seagullsoftware.com/ http://www.rocketsoftware.com/