PALO ALTO, Calif., June 16, 2004 (PRIMEZONE) -- Following the announcement by TIBCO Software, Inc. ("TIBCO") (Nasdaq:TIBX)on 7 June 2004 that the Offer had been declared unconditional in all respects, TIBCO announces that by 3:00 p.m. (London time) on 12 June 2004 (the expiry time and date for the Mix and Match elections), it had received valid elections under the Mix and Match Facility from Staffware Shareholders wishing to receive additional cash in respect of 9,882,948 Staffware Shares and from Staffware Shareholders wishing to receive additional New TIBCO Shares in respect of 379,098 Staffware Shares. The Mix and Match Facility is now closed and elections under the Mix and Match Facility will be satisfied as follows:
- For every 1 Staffware Share for which a valid election for additional cash was made, approximately 19 pence in additional cash (resulting in aggregate cash consideration for each 1 Staffware Share in respect of which a valid election for additional cash has been made of approximately 523 pence) and 0.6505 of a New TIBCO Share; and
- Valid elections for additional New TIBCO Shares will be met in full with approximately 1.7251 New TIBCO Shares for every 1 Staffware Share.
Settlement will be effected on or before 21 June 2004 for Staffware Shareholders who had, as at 3:00 p.m. (London time) on 7 June 2004, completed and returned valid acceptances of the Offer (save for settlement of the proceeds of sale for those Staffware Shareholders utilising the dealing facility for New TIBCO Shares offered by Capita IRG Trustees Limited for whom settlement will be made as set out in the Sale Request Form enclosed with the Offer Document). Settlement for Staffware Shareholders whose Forms of Acceptance are received, valid and complete in all respects, after 3:00 p.m. (London time) on 7 June 2004 will be effected within 14 days of receipt of those Forms of Acceptance (save for settlement of the proceeds of sale for those Staffware Shareholders utilising the dealing facility for New TIBCO Shares offered by Capita IRG Trustees Limited for whom settlement will be made as set out in the Sale Request Form enclosed with the Offer Document).
Staffware Shareholders who wish to accept the Offer, and have not already done so, should complete their Form of Acceptance as soon as possible, in accordance with the instructions printed thereon, whether or not their Staffware Shares are held in CREST, and return them by hand (during normal business hours) or by post, as soon as possible to Capita IRG at Corporate Actions, P.O. Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH. Additional Forms of Acceptance are available by contacting Capita IRG by telephone on 0870 162 3100 (or, from outside the United Kingdom, +44 20 8639 2157).
Terms used in this announcement have the same meaning as in the Offer Document dated 29 April 2004. The full terms and conditions of the Offer are set out in the Offer Document and the accompanying Form of Acceptance
Banc of America Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for TIBCO as financial adviser (within the meaning of the Rules of the Financial Services Authority) and for no one else in connection with the Offer and will not be responsible to anyone other than TIBCO for providing the protections afforded to clients of Banc of America Securities or for giving advice in relation to the Offer.
The Offer is not being made, directly or indirectly, in or into Australia, Canada or Japan and will not be capable of acceptance from within Australia, Canada or Japan. Accordingly, copies of this announcement and all other documents relating to the Offer are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from Australia, Canada or Japan. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions and must not mail or otherwise forward, distribute or send such documents in, into or from Australia, Canada or Japan. Doing so may invalidate any related purported acceptance of the Offer.
The Offer is open to Staffware Shareholders resident in the United States. The Offer as extended into the United States is made by TIBCO and not by Banc of America Securities.
The Offer is made for the securities of a non-US company. The Offer is made in accordance with the requirements of the Code and is subject to disclosure and procedural requirements that are different from those under United States law.
This announcement does not constitute an offer to sell or the solicitation of an offer to purchase or subscribe for any securities whether under the laws of the United States or under the laws of any state of the United States or elsewhere.
This information is provided by RNS
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