PALO ALTO, Calif., June 25, 2004 (PRIMEZONE) -- Not for release, distribution or publication, in whole or in part, in, into or from Australia, Canada or Japan
FOR IMMEDIATE RELEASE - 25 June 2004
Recommended Cash and Share Offer by Banc of America Securities Limited on behalf of TIBCO Software Inc. (and in the United States by TIBCO Software Inc.) for Staffware plc
Posting of compulsory acquisition notice
On 7 June 2004, it was announced that the Offer by Banc of America Securities on behalf of TIBCO (and in the United States by TIBCO) for the entire issued and to be issued share capital of Staffware had been declared unconditional in all respects.
TIBCO announces that as at 3:00 p.m. (London time) on 24 June 2004, valid acceptances of the Offer had been received in respect of a total of 15,128,236 Staffware Shares representing approximately 96.7 per cent. of the existing issued share capital of Staffware.
As valid acceptances of the Offer have been received in respect of more than nine-tenths in value of the Staffware Shares to which the Offer relates, TIBCO intends to apply the provisions of sections 428-430F of the Companies Act 1985 to acquire compulsorily all outstanding Staffware Shares on the terms of the Offer. Accordingly, TIBCO is today posting formal notices pursuant to section 429(4) of the Companies Act 1985 to those Staffware Shareholders who have not yet validly accepted the Offer.
The Offer will remain open for acceptance until the compulsory acquisition process has completed.
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).
Settlement of the consideration due in respect of valid acceptances of the Offer received will be despatched to accepting Staffware Shareholders within 14 days of receipt of acceptance, valid and complete in all respects.
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.