Hong Kong, December 8, 2003
— CDC Software Corporation ("CDC Software"), a wholly owned subsidiary and software unit of chinadotcom corporation (NASDAQ: CHINA; Website: www.corp.china.com), a leading integrated enterprise software and mobile applications company in China and internationally, today announced that it had signed a definitive agreement to acquire Pivotal Corporation ("Pivotal") (NASDAQ: PVTL and TSX: PVT) by way of either an all-cash or a cash-and-stock transaction. Pivotal is expected to present the agreement for Pivotal shareholders to vote in a shareholders meeting expected to be scheduled in February 2004. Pivotal is a leading international Customer Relationship Management ("CRM") company that provides a complete set of highly flexible, powerful CRM applications and implementation services for mid-sized enterprises, licensed to over 1,600 clients worldwide.
As the cornerstone of CDC Software's CRM strategy, Pivotal will be expected to continue to strategically invest in its future and enhance its leadership position in mid-enterprise CRM. The many synergies, which are anticipated to result in accretive results, include cross-selling solutions into the enlarged customer base of over 3,200 accounts worldwide combining Ross and Pivotal in the future, expanding Pivotal's Asian business by leveraging CDC Software's established distribution capability, and augmenting Pivotal's offshore capabilities in India by accessing chinadotcom's cost-effective India and China-based offshore resources.
"We are pleased to have signed the definitive agreement and look forward to Pivotal shareholders' approval in the coming months," said Peter Yip, Chief Executive Officer of CDC Software and chinadotcom corporation. "CDC Software and Pivotal are an attractive combination. Our companies' intellectual property architecture and service offering is complementary. Together, we will offer customers in Asia, the US and Europe robust, best-in-class Enterprise Resource Planning ("ERP"), CRM, Supply Chain Management ("SCM") and Business Intelligence ("BI") software products and a joint commitment for continued innovation that is cost-effective for the company, customers and shareholders. We are excited about the opportunity for growth as we continue together to serve the unique needs of the mid-tier enterprise market internationally."
Bo Manning, Chief Executive Officer of Pivotal Corporation, commented, "Pivotal is making bold, strategic moves to solidify its leadership position in the mid-tier enterprise market. chinadotcom's continued US GAAP profitability and healthy balance sheet, combined with the CDC Software-Pivotal acquisition, strengthens our strategic position and increases our long-term financial stability. We are impressed by CDC Software's commitment to developing and acquiring mission-critical ERP and complementary software products and its strong and growing presence in the China market. Specifically, we believe that leveraging CDC Software's distribution platform and its cost-efficient software development capabilities in China will facilitate our expansion into high growth Asian markets. For example, leveraging chinadotcom group's e-marketing business unit in Australia with its extensive call center experience could facilitate further expansion of Pivotal's call center business into the Asia Pacific region."
While pursuing many synergies, CDC Software will continue to strategically invest in Pivotal, including specific initiatives in product development, marketing, services innovation and technical support. Pivotal is planned to be operated as a distinct business unit within CDC Software with the Pivotal executive team continuing and headquarters remaining in Vancouver. Once the acquisition of Pivotal is effective, CDC Software will look at cross-selling and product development synergies to be achieved between Pivotal and CDC Software's existing software companies including Industri-Matematik International (IMI), CIP Software and the company's pending acquisition of Ross Systems.
The proposed acquisition of Pivotal represents an important part of CDC Software's strategy to establish its position as a leading international provider of ERP and related software products and services. Pivotal's broad and robust suite of marketing, sales, service and partner management capabilities complement perfectly with CDC Software's existing ERP, SCM and Human Resources and Payroll product offerings, which currently have limited CRM functionality. With the addition of Pivotal as its CRM platform, CDC Software will continue to implement its strategy of focusing on earnings accretive acquisitions with high margins and recurrent revenue streams in the mission-critical software solutions sector.
Under the terms of the signed, definite agreement to acquire Pivotal, CDC Software is offering to acquire all of the outstanding shares of Pivotal under a plan of arrangement that will, subject to certain conditions, permit Pivotal shareholders to elect to receive, for each Pivotal share, either (1) US$2.00 in cash, for a total consideration including related expenses of approximately US$55 million; or (2) US$2.14 comprised of US$1.00 cash plus US$1.14 of common shares of chinadotcom corporation, for a total consideration including related expenses of approximately US$59 million, with a maximum approximately 3.4% increase in chinadotcom's common shares outstanding; the value of the share portion of this option will be calculated using the average closing price of the chinadotcom shares on the Nasdaq National Market over the ten trading day period ending two days prior to closing, and there are no caps or collars applicable to the calculation.
The Pivotal transaction is subject to the approval of Pivotal's shareholders and the Supreme Court of British and Columbia, as well as customary closing conditions. The financial impact on chinadotcom's earnings will be determined based on the timing of the closing of the transaction. This communication is not a solicitation of a proxy from any security holder of Pivotal. Nor is this communication an offer to purchase nor a solicitation of an offer to sell securities.
About chinadotcom corporation and CDC Software
chinadotcom corporation (NASDAQ: CHINA; Website: www.corp.china.com) is a leading integrated enterprise software and mobile applications company focused on China and internationally. The company has over 1,000 employees with operations in over 14 countries.
CDC Software, a wholly owned subsidiary, is focused on providing Enterprise Resource Planning ("ERP") software and solutions in China, as well as internationally. Recently it completed the acquisition of a controlling stake in Industri-Matematik International ("IMI"), an international provider of mission critical SCM software for multinationals and large enterprises, based in New Jersey, U.S. with key operations in the U.S and Europe. It also owns Executive Suite, a sophisticated Business Intelligence ("BI") tool with advanced financial analytics functionality based on Microsoft technology, and has invested in CIP Software, a European-based software company with exclusive distribution rights for Executive Suite in Europe, the Middle East and Africa. In addition, the company has established strategic partnerships with leading international software vendors to localize and resell their software products throughout the Asia Pacific region. It currently has over 1,000 customer site installations and 600 enterprise customers in China and internationally. The company recently announced the intention to acquire Ross Systems, Inc. ("Ross"), a NASDAQ-listed global provider of enterprise software for process manufacturers based in Atlanta, Georgia, U.S. with significant subsidiary operations in Western Europe. The acquisition of Ross is subject to Ross' shareholder approval and certain regulatory approvals.
CDC Outsourcing, a wholly owned subsidiary, aims to take advantage of the global trend of companies looking to outsource to China by positioning its CMM (Capability Maturity Model) Level 3 certified Software Development Center's capabilities as an outsourcing conduit for economical, high-quality software development for the large customer base of our acquired companies. Its current outsourcing capability includes operations in the United Kingdom, Australia, and the US, with some 350 consultants, complemented by a partnership with vMoksha in India with over 500 more outsourcing staff servicing software companies internationally.
For more information about chinadotcom corporation, CDC Software and CDC Outsourcing, please visit the Web site http://www.corp.china.com.
About Pivotal Corporation
Pivotal Corporation is the only CRM company that is 100 percent purpose-built to serve the demanding requirements of mid-sized enterprises - a powerful, highly flexible application platform, a complete set of CRM applications, and low-cost, results-producing implementation services. Pivotal delivers software and services that produce meaningful increases in revenues, margins and customer loyalty for companies and business units in the revenue range of $100 million to $3 billion. More than 1,600 companies around the world have licensed Pivotal including: CIBC, Centex Homes, Farm Credit Services of America, HarperCollins Publishers, Hitachi Telecom Inc., Palm, Inc., Pharmacia Corporation, Premera Blue Cross, Royal Bank of Canada, Sharp Electronics Corporation, Southern Company, Vivendi and WebEx Communications.
Pivotal's complete CRM software suite includes a powerful application platform and capabilities in marketing, sales, service, contact centers, partner management and interactive selling. For more information, visit www.pivotal.com.
Safe Harbor Statements
This communication is not a solicitation of a proxy from any security holder of Pivotal. Nor is this communication an offer to purchase nor a solicitation of an offer to sell securities. Any offer will be made only through an exchange offer statement, information circular, proxy statement or similar document. Investors and security holders are strongly advised to read such document regarding the proposed all-cash or cash-and-stock transaction referred to in this communication, if and when such document is filed and becomes available, because it will contain important information. Any such document would be filed by CDC Software with the United States Securities and Exchange Commission ("SEC"). Investors and security holders may obtain a free copy of such document (if and when filed and available) and other relevant documents related to the proposed all-cash or cash-and-stock transaction on the SEC's web site at: . Any such document and related materials may also be obtained for free by directing such requests to CDC Software at the contact details set forth below. CDC Software and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Pivotal security holders in favor of the proposed transaction, should CDC Software solicit such proxies. Information regarding the security ownership and other interests of CDC Software's executive officers and directors will be in included in any such exchange offer statement, information circular, proxy statement or similar document.
This press release includes certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on chinadotcom management's current expectations and are subject to risks and uncertainties and changes in circumstances. All forward-looking statements included in this press release are based upon information available to chinadotcom as of the date of the press release, and it assumes no obligation to update or alter its forward looking statements whether as a result of new information, future events or otherwise. Further information on risks or other factors that could affect chinadotcom's results of operations is detailed in its filings with the SEC, including the Annual Report for the year ended December 31, 2002 on Form 20-F filed on June 16, 2003 and the Form 6-K filed on October 3, 2003 which contain revised and updated sections of the Form 20-F.
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