ATLANTA and HONG KONG, March 22, 2006
— CDC Corporation (NASDAQ: CHINA; website: www.cdccorporation.net
) today announced that CDC Software, a wholly owned subsidiary of CDC Corporation, has presented a new proposal to the board of directors of Onyx Software for a strategic transaction that would combine Onyx Software with CDC Software. CDC Software management is now awaiting a response of Onyx's board of directors.
Under the terms of CDC Software's new proposal to Onyx, each Onyx shareholder would have a choice to receive, for each Onyx share, consideration consisting of either (a) all-cash or (b) cash-and-shares in CDC Corporation.
In the event an Onyx shareholder elects to receive all-cash consideration, such shareholder would receive, for each Onyx share, $4.57 per share in cash. Such a price per share would represent a premium of approximately 20 percent from a recent five-day trading average for Onyx shares.
In the event an Onyx shareholder elects to receive cash-and-shares, such shareholder would receive, for each Onyx share, $4.78 per share comprised of 50 percent (or $2.39) in cash and 50 percent (or $2.39) in registered Class A Common Shares of CDC Corporation. The number of Class A Common Shares of CDC Corporation to be issued would be calculated using a current average closing price of such shares on the NASDAQ National Market. A $4.78 price per Onyx share would represent a premium of approximately 25 percent from a recent five-day trading average for Onyx shares.
Mr. John Clough, chairman of the executive committee for CDC Corporation and vice chairman of the board for CDC Software, stated, "CDC Software continues to believe in the benefits of a combination, particularly its Pivotal CRM division, with Onyx. The benefits to shareholders and customers are clear and substantial, and include complementary industry specialization, products, geographic markets, sales channels and marketing strategies. On virtually parallel paths, Onyx and Pivotal pioneered the mid-enterprise CRM markets and by joining forces, we have the opportunity to become an even more significant force in the industry."
While CDC Software was disappointed with Onyx's response to CDC's original proposal in early January 2006, CDC Software has been even more surprised by the lack of interest it has received from Onyx since then. "In January, we stated that CDC Software remains flexible and open to discussing alternatives to our original proposal," said Mr. Clough. "This new, simplified proposal demonstrates our flexibility and was developed in direct response to requests we received from some of Onyx's shareholders. We are confident that the Onyx board and shareholders will see the mutual benefits that can be realized by moving forward with this proposed transaction."
CDC Software urges Onyx's board of directors to consider this proposal, and indicate that it would recommend such a proposal to its shareholders.
About CDC Corporation
CDC Corporation (NASDAQ: CHINA) is focused on enterprise software, mobile applications and online games. As part of its strategic review, the company has reorganized into two primary operating business units, CDC Software and China.com Inc.
For more information about CDC Corporation, please visit the website: www.cdccorporation.net.
About CDC Software
CDC Software, the software unit of CDC Corporation, offers a broad range of software solutions for mid-sized enterprises. These products are utilized by approximately 3,500 customers worldwide.
For more information about CDC Software, please visit the website: www.cdcsoftware.com.
Cautionary Note Regarding Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, including statements relating to the effects of corporate restructurings and strategic initiatives at the company, anticipated consummation of a strategic transaction, and further actions to be taken following consummation of such a transaction. These statements are based on management's current expectations and are subject to risks and uncertainties and changes in circumstances. There are important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, including the following: whether any anticipated strategic initiatives are ever consummated; the final structure of any proposed transaction; the ability to realize strategic objectives by taking advantage of market opportunities in targeted geographic markets; the ability to make changes in business strategy, development plans and product offerings; the ability to integrate operations or new acquisitions in accordance with the company's business strategy; and the effects of restructurings and rationalization of operations. Further information on risks or other factors that could cause results to differ is detailed in filings or submissions with the United States Securities and Exchange Commission made by CDC Corporation in its Annual Report for the year ended December 31, 2004 on Form 20-F/A filed on October 11, 2005. All forward-looking statements included in this press release are based upon information available to management as of the date of the press release, and you are cautioned not to place undue reliance on any forward-looking statements which speak only as of the date of this press release. The company assumes no obligation to update or alter the forward looking statements whether as a result of new information, future events or otherwise.
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