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16 March 2007
Further to the press releases of 11 January 2007, 2 February 2007 and 9 February 2007 from Rocket Software, Inc. and Seagull Holding N.V. (“Seagull”), Rocket Software Europe Holding B.V. (“Offeror”) and Seagull today announce that the Offeror is making a public offer for all of the issued and outstanding shares with a nominal value of EUR 0.03 (“Shares”) in the share capital of Seagull (“Offer”). Holders of shares (“Shareholders”) tendering their Shares under the Offer will be paid for each share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) a cash amount of EUR 4.33 (“Offer Price per Share”). The Offer will be launched by publishing the offer memorandum, dated 15 March 2007 (“Offer Memorandum”) on the terms of and subject to the conditions and restrictions contained in the Offer Memorandum. No dividend will be paid over the financial year 2007 (ending on 30 April 2007). The Offeror is a wholly owned subsidiary of Rocket Software, Inc.
The terms and conditions of the Offer are described in the Offer Memorandum that will be made available as described below. A summary of certain key transaction facts is set out below, which should be read in conjunction with the Offer Memorandum:
This announcement and related materials do not constitute an offer to purchase nor a solicitation of an offer to sell Shares. Any offer will be made only by means of the Offer Memorandum referred to below.
Recommendation of the Offer
The management board and the supervisory board of Seagull have duly considered the strategic, financial and social aspects of the Offer and have reached the conclusion that the Offer is in the best interest of Seagull, the Shareholders and other stakeholders in Seagull. Also taking into account the fairness opinion issued by America’s Growth Capital, LLC in respect to the Offer, the supervisory board and the management board of Seagull are of the opinion that the Offer is reasonable and fair to the Shareholders and therefore support the Offer and unanimously recommend the Offer to the Shareholders for acceptance.
Acceptance Period
The acceptance period will begin at 09:00 hours CET on 19 March 2007 and will end at 15:00 hours CEST on 17 April 2007(“Acceptance Closing Date”), unless extended with due observance of article 9o paragraph 5 the Dutch Securities Markets Supervision Decree 1995 (“Bte 1995”). In the event that the acceptance period is extended, public notice will be given within three business days after the initial Acceptance Closing Date in accordance with the provisions of article 9o paragraph 5 of the Bte 1995. Pursuant to article 9o paragraph 5 Bte 1995, Shares tendered on or prior to the original Acceptance Closing Date may be withdrawn during the acceptance period as extended.
Acceptance of Offer
Shareholders who hold their Shares through an admitted institution (toegelaten instelling) are requested to make their acceptance known via their bank or stockbroker to Fortis Bank (Nederland) N.V. (“Fortis”), Rokin 55, 1012 KK Amsterdam, on or before 15:00 hours CEST on 17 April 2007 (unless the acceptance period is extended).
Admitted Institutions
The admitted institutions (toegelaten instellingen) may tender Shares for acceptance only to Fortis, afdeling Verwisselkantoor, Rokin 55, 1012 KK Amsterdam, Tel: +31 (0) 20 527 24 58, Fax: +31 (0) 20 527 1963, Email: FBGC.verwisselkantoor@nl.fortis.com and only in writing before 15:00 hours CEST on 17 April 2007 (unless the acceptance period is extended). In submitting the acceptance, the admitted institutions are required to declare that (i) they have the tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Shares tendered by such Shareholder are being tendered in compliance with the restrictions set out in the Offer Memorandum.
Commission
The Shareholders will not be charged by the Offeror or Seagull for the delivery and payment of the Shares in the event an admitted institution is involved. With the purpose that the Shareholders will, in principal, not be charged, admitted institutions shall receive from the Settlement Agent on behalf of the Offeror a commission of EUR 0.02165 for each tendered Share up to a maximum of EUR 1,000 per accountholder, in the event the Offer is declared unconditional. The commission must be claimed from Offeror through the Settlement Agent within thirty (30) days after the Offer is declared unconditional. However, the Offeror and Seagull cannot rule out that admitted institutions (or banks or stockbrokers) will charge costs to the Shareholders.
Announcements
This press release sets forth selected terms of the Offer. Announcements will be issued by press release and will be published in Het Financieele Dagblad and the Daily List of Euronext Amsterdam N.V.
Offer Conditions
The Offer is subject to the conditions set forth in the Offer Memorandum. The Offer will be honoured subject to customary commencement conditions, including that the number of Shares that are tendered under the Offer, together with the Shares directly or indirectly held by the Offeror at the Acceptance Closing Date, represent at least 95 per cent of all Shares. The Offeror reserves the right to waive one or more of the conditions set forth in the Offer Memorandum.
Extraordinary Meeting of Shareholders
On 4 April 2007 Seagull will convene an extraordinary meeting of Shareholders at which meeting, inter alia, the Offer as set out in the Offer Memorandum will be discussed in accordance with the provisions of article 9q of the Bte 1995.
Declaring the Offer Unconditional
By no later than the fifth business day following the Acceptance Closing Date (the “Unconditional Date”), the Offeror will announce whether or not it declares the Offer unconditional. The Offer will be honoured subject to customary commencement conditions. The Offeror reserves the right to waive one or more of the conditions set forth in the Offer Memorandum, all in accordance with article 9t paragraph 4 of the Bte 1995.
Settlement
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Shareholders tendering their Shares for acceptance will receive within three business days following the Unconditional Date the Offer Price per Share in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and conditions of the Offer.
De-listing of the Shares
Subject to the Offer being declared unconditional, the Offeror intends, in consultation with Euronext, to de-list the Shares from Eurolist by Euronext Amsterdam.
Offer Memorandum and Other Information
Shareholders are urged to read the Offer Memorandum and all documents incorporated by reference therein because they contain important information about the Offer. The Offer Memorandum is published in English and a Dutch summary of the Offer Memorandum is included therein. In the event of any differences, whether or not in interpretation, between the English text of the Offer Memorandum and the Dutch summary of the Offer Memorandum, the English text of the Offer Memorandum shall prevail. Copies of this Offer Memorandum, Seagull’s articles of association, the financial statements (jaarrekening) for Seagull’s Financial Years 2006 (ended on 30 April 2006), 2005 (ended on 30 April 2005), 2004 (ended on 30 April 2004) and the first half of the Financial Year 2007 (ended on 31 October 2006), are available free of charge at the offices of Seagull and Fortis and can be obtained by contacting Seagull or Fortis at the addresses below:
| Seagull | Settlement Agent |
| Seagull Holding, N.V. Korte Parallelweg 1 3311 JN Dordrecht The Netherlands Tel: +31 (0) 78 632 2800 Fax: +31 (0) 78 613 8134 investorrelations@seagullsoftware.com |
Fortis Bank (Nederland) N.V. Afdeling B.I.S. Rokin 55 1012 KK Amsterdam The Netherlands Tel: +31 (0) 20 527 1440 |
The Offer Memorandum is also available on the websites of Seagull, www.seagullsoftware.com, and of Euronext Amsterdam, www.euronext.com (only for Dutch residents). The financial statements for Seagull’s Financial Years 2004, 2005, 2006 and the first half of the Financial Year 2007 are also available on the website of Seagull.
Restrictions
The distribution of the Offer Memorandum and any separate documentation regarding the Offer and the making of the Offer may, in some jurisdictions, be restricted by law. Persons who come into possession of the Offer Memorandum or any separate documentation regarding the Offer should inform themselves and observe any of these restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. None of Seagull or the Offeror or any of their advisers assume any responsibility for any violation by any person of any of these restrictions. Any Shareholder who is in any doubt as to his position should consult an appropriate professional adviser without delay.
This press release is a public announcement as meant within article 9b paragraph 1 of the Bte 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® software platform includes integration, GUI, workflow and terminal emulation technology. With LegaSuite, customers connect legacy applications on IBM mainframe, VME 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.
NOTE TO EDITORS: The correct usage of Seagull’s company name is Seagull Software.
Forward-Looking Information: All statements in this press release which address operating performance, events or developments that we expect or anticipate will occur in the future, including statements expressing general optimism about future operating results and non-historical information, are forward-looking statements. These forward-looking statements are, and will be, based on management’s then-current views and assumptions regarding future events and operating performance. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially, including, but not necessarily limited to management’s ability to manage growth, and hire and retain qualified employees; unpredictable customer demand; intense competition; rapid technological change; unpredictable market acceptance of new products; and market instability and/or reduction in software purchasing caused by exceptional circumstances.