Poison Pill
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GAC.TO
18.05
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Monday February 7, 8:55 am Eastern Time
Geac adopts poison pill plan
(Full text of press release from Canadian Corporate News)
FEBRUARY 7, 2000
GEAC ADOPTS SHAREHOLDER RIGHTS PLAN
TORONTO, ONTARIO--Geac Computer Corporation Limited (TSE: GAC) announced today that the Board of Directors is adopting a Shareholder Rights Plan (the ``Plan') to ensure all shareholders are treated fairly in any transaction involving a change in control of the Corporation.
The Plan will address the Corporation's concern that existing legislation does not permit sufficient time for the Board of Directors and shareholders of the Corporation to properly evaluate a take-over bid or pursue alternatives with a view to maximizing shareholder value.
Douglas Bergeron, President and Chief Executive Officer, commented: ``We are adopting this Plan to ensure that all shareholders of the Corporation have an opportunity to participate in the full benefits of any take-over offer and to provide adequate time to pursue alternatives for the benefit of all shareholders. The Plan is similar to those adopted by other Canadian companies, is consistent with corporate practice, and addresses guidelines for such plans set out by institutional investors. At this time we are unaware of any pending or threatened take-over bids for the Corporation.'
The Plan is not intended to prevent take-over bids. Under the Plan, those bids that meet certain requirements intended to protect the interests of all shareholders are deemed to be ``Permitted Bids'. Permitted Bids must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and remain open for sixty days.
Under the Plan, rights will be issued and attached to all common shares of the Corporation issued and outstanding as at the record time. In the event a take-over bid does not meet the Permitted Bid requirements, such rights will entitle shareholders, other than any shareholder or shareholders making the take-over bid, to purchase additional common shares in the Corporation at a substantial discount to the market value at the time. A complete copy of the Plan is available from the Secretary of the Corporation.
Geac Computer Corporation Limited (Toronto Stock Exchange Symbol: GAC) is a provider of mission critical software and systems solutions to corporations around the world. Geac solutions include cross-industry enterprise business applications for financial administration and human resources functions, and enterprise resource planning applications for manufacturing, distribution, and supply chain management. As well, Geac provides several industry-specific mission critical business applications to the hospitality, property, banking, and publishing marketplaces, as well as a wide range of applications for libraries and public safety administration. Headquartered in Toronto, Geac ranks as one of the world's largest software companies. Further information is available on the World Wide Web at geac.com, or through e-mail at info@geac.com.
This press release contains forward-looking statements based on current expectations. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Risks and uncertainties about the Company's business are more fully discussed in Management Discussion and Analysis published in the Company's annual report.
FOR FURTHER INFORMATION PLEASE CONTACT:
GEAC Computer Corporation Limited
Shelley Isenberg
Vice President and General Counsel
416) 642-8446
416) 642-8453 (FAX)
Email: s.isenberg@geac.com
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