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DOCS (NASDAQ)
Attention Business Editors:
Hummingbird to make C$11.00 per share cash offer for PC DOCS Group
TORONTO, May 13 /CNW/ - Hummingbird Communications Ltd. (TSE: ''HUM'' and
NASDAQ: ''HUMC'') and PC DOCS Group International Inc. (TSE: ''DXX'' and
NASDAQ: ''DOCS'') today announced that they have entered into an agreement
pursuant to which Hummingbird will make a cash take-over bid for all of the
common shares of PC DOCS at a price of C$11.00 per share on or before May 19,
1999. Hummingbird's bid values PC DOCS Group at approximately C$305 million
and offers an approximate 30% premium, or C$2.50 more per share, over the
take-over bid commenced on May 4 by Open Text Corporation. The take-over bid
will replace the previously announced Plan of Arrangement among Hummingbird
and PC DOCS Group.
Shareholders, including management shareholders, holding in the aggregate
approximately 16% of the common shares of PC DOCS Group, have signed
irrevocable lock-up agreements with Hummingbird pursuant to which they have
agreed to deposit their shares to Hummingbird's bid and not to withdraw them
except in certain limited circumstances.
The Board of Directors of PC DOCS Group has unanimously endorsed
Hummingbird's bid after receiving an opinion from their financial advisors
that the transaction is fair to PC DOCS from a financial point of view and
after receiving the unanimous recommendation of the Special Committee of the
Board of Directors. Upon the completion of the bid, PC DOCS Group will become
an operating division of Hummingbird, continuing to serve and support its
customers in close collaboration with the Hummingbird organization. Rubin
Osten will become Vice Chairman of Hummingbird and will retain his position as
President of PC DOCS Group.
The bid is conditional upon, among other things, 66 2/3% of the
outstanding common shares of PC DOCS being tendered, upon receipt of
regulatory approvals and other customary conditions.
Pursuant to the agreement, PC DOCS Group has agreed not to solicit other
offers and has agreed to pay Hummingbird a break fee equal to approximately
4.9% of the equity value of PC DOCS Group if the transaction is not completed
in certain circumstances. In addition, PC DOCS Group has amended its
previously granted option to Hummingbird, to increase the number of treasury
common shares which may be purchased thereunder from 10.0% to 19.9% of the
issued and outstanding shares of PC DOCS Group. The break fee and the
aggregate net proceeds from the exercise of the share option together cannot
exceed C$15 million and the break fee is reduced by the amount of any gain to
Hummingbird resulting from the sale of shares of PC DOCS Group received on the
exercise of the option. Hummingbird has also been granted a right to purchase
a non-exclusive irrevocable licence to use certain software of PC DOCS Group.
Lehman Brothers Inc. and Merrill Lynch Canada Inc. are the financial
advisors to Hummingbird. CIBC World Markets Inc. is the financial advisor to
PC DOCS Group.
About Hummingbird Communications Ltd.
Hummingbird Communications Ltd. specializes in the development of
enterprise software solutions, including network connectivity and business
intelligence products that provide high-performance access to
internetwork-based information and applications. Hummingbird is a worldwide
leading vendor of enterprise connectivity software holding over 70% market
share in its connectivity market segment. Hummingbird entered the Business
Intelligence and Data Warehousing market through its acquisition of Andyne and
Datenrevision in 1998. Hummingbird products are sold and supported
internationally by authorized resellers in more than 40 countries. The
Company is headquartered in Toronto, Ontario, Canada, with offices
strategically located throughout Canada and the United States, Australia,
Switzerland, Germany, France, Italy, the Netherlands, Sweden, the United
Kingdom and Mexico.
About PC DOCS Group International Inc.
PC DOCS Group and its subsidiaries, PC DOCS/Fulcrum, CMS/Data Corporation
and CompInfo, Inc., develop, market and support object-oriented client/server
and Internet Document Management systems, Knowledge Management systems and
Financial and Case Management systems for professionals. The Company's
customers include Fortune 1000 companies, financial institutions, healthcare
providers, manufacturing, consumer products, communications and pharmaceutical
companies, utilities, government agencies, the legal industry, and accounting
and other professions in North America, South America, Europe, Australia and
the Far East.
Forward-looking statements
Certain of the above statements are forward-looking statements which
involve risks and uncertainties. Actual results could differ materially as a
consequence of a number of factors, including: uncertainties relating to
acquisitions, including operational disruptions, unexpected operating expenses
and losses, and expenses associated with the integration of such acquisitions;
fluctuations in the company's operating results due to product demand, length
of the sales cycle, size and timing of individual customer transactions and
similar matters; changes in the client/server application software market,
including technology change, changes in customer requirements, frequent new
product introductions by competitors and emerging standards; dependence of the
company on the legal services market; reliance by the company on its third-
party resellers; dependence on Hummingbird and PC DOCS Group key management;
and other factors set forth in the Securities and Exchange Commission and
Ontario Securities Commission reports and filings of Hummingbird and PC DOCS
Group.
-30-
For further information: Inder P.S. Duggal, Chief Financial Officer &
Chief Controller; Larry Rudolf, Senior Director, Corporate Affairs & Investor
Relations, Hummingbird Communications Ltd., Tel: (416) 496-2200, Fax:
(416) 496-2207, E-mail: investors@hummingbird.com; Dennis F. Moir, Chief
Financial Officer; Kristine Sonnenberg, Director, Investor Relations, PC DOCS
Group International Inc., Tel: (416) 497-7700 ext. 1105, Fax: (416) 495-6585,
E-mail: investor@pcdocs.com
PC DOCS GROUP INTERNATIONAL INC. has 138 releases in this database.
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