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EXHIBIT 4
Continuus Software Corporation
9401 Jeronimo Road
Irvine, California 92618
October 30, 2000
Dear Stockholder:
I am pleased to inform you that Continuus Software Corporation has entered
into a merger agreement with Telelogic AB, pursuant to which a wholly-owned
subsidiary of Telelogic has commenced a tender offer to purchase all of the
outstanding shares of Continuus' common stock for $3.46 per share in cash. The
tender offer is conditioned upon, among other things, at least a specified
minimum number of Continuus' shares outstanding being tendered and not withdrawn
and the receipt of required regulatory approvals. The tender offer will be
followed by a merger in which each share of Continuus' common stock not
purchased in the tender offer will be converted into the right to receive $3.46
per share in cash.
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE TERMS OF THE TELELOGIC
OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF CONTINUUS'
STOCKHOLDERS, AND RECOMMENDS THAT CONTINUUS' STOCKHOLDERS ACCEPT THE TELELOGIC
OFFER AND TENDER THEIR SHARES OF CONTINUUS COMMON STOCK PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors considered a
number of factors, as described in the attached Schedule 14D-9, including the
opinion of the Company's financial advisor, US Bancorp Piper Jaffray, that, as
of the date of such opinion and based on and subject to the matters stated in
such opinion, the $3.46 in cash per share of Continuus common stock to be
received by the holders of Continuus common stock in the tender offer and the
merger is fair from a financial point of view to such holders. A copy of such
opinion setting forth the assumptions made, procedures followed, matters
considered and limits on the review undertaken by US Bancorp Piper Jaffray in
rendering its opinion, can be found in Annex B to the Schedule 14D-9. You should
read the opinion carefully and in its entirety.
Enclosed are Telelogic's Offer to Purchase, dated October 30, 2000 and
Letter of Transmittal and related documents. These documents set forth the terms
and conditions of the tender offer. The Schedule 14D-9 describes in more detail
the reasons for your Board's conclusions and contains other information relating
to the tender offer. We urge you to consider this information carefully.
John R. Wark
President and Chief Executive Officer
