Company plans to effectively eliminate dual class capital structure and pay down intercompany debt over time
Hong Kong, Atlanta, May 19, 2011 — CDC Corporation (NASDAQ: CHINA), a leading China-based value-added operator of, and growth investor in, hybrid (SaaS/On-Premise) enterprise software, IT Services, and New Media assets, today announced it intends to take steps to strengthen corporate governance at its majority held, publicly-traded subsidiary, CDC Software (NASDAQ: CDCS). As of May 18, 2011, CDC Corporation owned approximately 87 percent of the outstanding capital of CDC Software. Specifically, CDC Corporation has agreed to effectively eliminate the A/B dual class share structure at CDC Software by converting its class B shares into class A shares. CDC Corporation currently owns class B shares, which hold 10-1 voting rights as compared to the class A shares, which consist of the public float. The single class structure will give every shareholder equal rights.
In addition, CDC Software intends to take steps to institute a semi-annual dividend policy. CDC Corporation intends to use a portion of the proceeds from any dividend to pay down the intercompany loan owed to CDC Software.
CDC Software currently intends that the dividend policy will commence in the second half of 2011 subject to its receipt of requisite approvals and certain conditions, and will provide more information as it progresses with these plans.
“We are very pleased that CDC Corporation is taking these actions to unlock shareholder value,” said John Clough, Chairman of CDC Software. “We believe that these steps will help strengthen corporate governance at CDC Software by treating all shareholders with the same rights and reducing, or eventually eliminating, the intercompany debt between CDC Software and CDC Corporation. Based on feedback from our shareholders, we believe these are two major overhangs on our stock price. As such, we believe these actions will reward our shareholder base and ultimately help CDC Software stock trade closer to, or in-line with, our industry peer group rather than the significant discount it now exhibits.”
About CDC Corporation
CDC Corporation is a China-based value-added operator of, and growth investor in, hybrid (on premise and SaaS) enterprise software, IT, and new media businesses. The company pursues two value-added investment strategies. The first strategy includes actively managing majority interests in its core portfolio of hybrid enterprise software, IT services and New Media businesses, adding value by driving operational excellence, top-line growth and overall profitability. The third strategy includes identifying and executing on opportunities to co-invest with leading venture capital and private equity funds through minority interests in fast growth companies in emerging markets related to CDC Corporation’s core assets. This third strategy, which complements the first, helps to mitigate risk and enhance deal flow for the company. CDC Corporation expects to deliver superior returns and additional value for its shareholders through these strategies, as well as through its plans to declare and pay regular dividends in the form of registered shares of its publicly listed subsidiaries and other assets. For more information about CDC Corporation (NASDAQ: CHINA), please visit www.cdccorporation.net.
About CDC Software
CDC Software (NASDAQ: CDCS), The Customer-Driven Company™, is a hybrid enterprise software provider of on-premise and cloud deployments. Leveraging a service-oriented architecture (SOA), CDC Software offers multiple delivery options for their solutions including on-premise, hosted, cloud-based SaaS or blended-hybrid deployment offerings. CDC Software’s solutions include enterprise requirements planning (ERP), manufacturing operations management, enterprise manufacturing intelligence, supply chain management (demand management, order management and warehouse and transportation management), global trade management, eCommerce, human capital management, government and not-for-profit, customer relationship management (CRM), complaint management, business intelligence/analytics and aged care solutions.
CDC Software’s recent acquisitions are part of its “integrate, innovate and grow” strategy. Fueling the success of this strategy is the company’s global scalable business and technology infrastructure featuring multiple complementary applications and services, domain expertise in vertical markets, cost effective product engineering centers in India and China, a highly collaborative and fast product development process utilizing Agile methodologies, and a worldwide network of direct sales and channel operations. This strategy has helped CDC Software deliver innovative and industry-specific solutions to more than 10,000 customers worldwide within the manufacturing, distribution, transportation, retail, government, real estate, financial services, health care, and not-for-profit industries. For more information, please visit www.cdcsoftware.com.
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This press release includes "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, and includes statements relating to the ability of Pivotal to address the needs of its financial services customers and the ability to help customers to streamline operations, accelerate growth and improve client relationships with Pivotal CRM software. 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, among others: the conditions of the service industry; the continued ability of Pivotal solutions to address industry-specific requirements of business services; demand for and market acceptance of new and existing enterprise software and services; development of new functionalities which would allow service companies to compete more effectively and changes in the type of information required to compete in the legal product business. . 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, 2006 on Form 20-F filed on July 2, 2007. 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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