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EXHIBIT 19
PRESS RELEASE
NEWS For Immediate Release
CONTACTS
Geri L. Schanz Catharina Sundelin
APR Director of Information & Investor Relations
Continuus Software Corporation Telelogic AB
Phone: 949.885.2512 Phone: +46 40 17 47 30
Email: [email protected] Email: [email protected]
TELELOGIC AB AND CONTINUUS SOFTWARE CORPORATION ANNOUNCE TENDER OF A MAJORITY OF
CONTINUUS' OUTSTANDING SHARES
IRVINE, CALIF. -- NOVEMBER 27, 2000 -- Continuus Software Corporation (NASDAQ:
CNSW), the leading provider of eAsset Management solutions, and Telelogic AB
(Stockholm Stock Exchange: TLOG), the world-leading supplier of solutions for
real-time software development and requirements management, announced today that
a majority of the outstanding shares of Continuus have been tendered pursuant to
Telelogic's tender offer. As of November 27, 2000, 7,596,342 shares out of
11,074,822 shares outstanding, or 68.6%, have been tendered. Subject to certain
contractual restrictions on a portion of the tendered shares, the tendered
shares may be withdrawn at any time prior to the expiration date of the tender
offer. The expiration date for the tender offer is 12:00 midnight EST on
Tuesday, November 28, 2000.
Assuming that at least 6,194,930 shares are tendered and not withdrawn as of the
expiration date, Telelogic intends to accept for payment and pay for all of the
shares tendered. Soon thereafter, Telelogic intends to acquire the remaining
shares of Continuus through a merger transaction in which the remaining
shareholders of Continuus would receive the same amount of cash per share that
they would have received in the offer, unless they perfect dissenters' rights.
Therefore, for shareholders who do not perfect dissenters' rights, the only
difference between tendering shares and not tendering shares is that
shareholders who tender their shares prior to the expiration date of the tender
offer will be paid earlier.
On October 25, 2000, Continuus and Telelogic announced the signing of a
definitive merger agreement pursuant to which a wholly-owned subsidiary of
Telelogic agreed to purchase, subject to the satisfaction of certain conditions,
all of the outstanding shares of Continuus common stock for $3.46 per share in
cash through a front-end tender offer and a back-end merger. The tender of at
least 6,194,930 shares of Continuus stock is a condition to the tender offer.
ABOUT CONTINUUS
Continuus Software Corporation is the leading provider of eAsset Management
solutions. eAsset Management enables organizations to develop, enhance, deploy
and more effectively manage their teams building Internet and enterprise
software and content-based systems. Continuus products enable organizations to
improve the quality of their eAssets and to reduce the time it takes to deliver
Internet and software applications. Continuus offers eAsset Management
solutions, consisting of Continuus CM Synergy, Continuus WebSynergy, Continuus
ChangeSynergy, and Continuus KnowledgeSynergy, designed to support the
collaborative development, management, approval and deployment of the most
complex and demanding software, Internet applications and Web content. The
company also offers its customers professional services through the eAsset
foundation methodology that include consulting, training and maintenance
services to facilitate successful implementations. Continuus has licensed its
products to more than 585 customers, 1,000 sites and 60,000 users worldwide.
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For more information on Continuus: in the United States, call 949.830.8022; in
Canada, call 613.751.4499; in the United Kingdom, call 44.1344.788.100; in
Germany, call 49.89.54.8880; in France, call 33.1.69.59.1616; in Australia call
61.2.9904.6033, or visit its Web site at www.continuus.com.
ABOUT TELELOGIC
Telelogic is established in thirteen countries under its own name, and a further
20 countries through distributors. It leads the market in development
environments for advanced software, especially in real-time applications. By
offering high quality graphical development tools and related services,
Telelogic makes the development of software more rapid, less labor intensive,
and more reliable. The company has a global client base, including all the top
10 communication suppliers such as Alcatel, Cisco, Ericsson, Fujitsu,
Hewlett-Packard, Lucent, Motorola, NEC, Nokia, Nortel Networks and Siemens, as
well as a number of leading suppliers within automotive and aerospace.
The software market is moving towards more visual programming methods, and
Telelogic leads in the production of the next generation of development tools,
in this area. Telelogic is well prepared to deliver rapid and complete solutions
for the complex challenges faced by the real-time industry.
For more information about Telelogic, please visit www.telelogic.com.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO
SELL SHARES. TELELOGIC HAS FILED A TENDER OFFER STATEMENT WITH THE SEC AND
CONTINUUS HAS FILED A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE
OFFER. INVESTORS AND SECURITY HOLDERS OF BOTH TELELOGIC AND CONTINUUS ARE URGED
TO READ EACH OF THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION
STATEMENT REFERENCED IN THIS PRESS RELEASE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A
FREE COPY OF THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION
STATEMENT AND OTHER DOCUMENTS FILED BY TELELOGIC AND CONTINUUS WITH THE SEC AT
THE SEC'S WEB SITE AT WWW.SEC.GOV.
THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT AND
THESE OTHER DOCUMENTS MAY ALSO BE OBTAINED FREE FROM CONTINUUS OR BY CONTACTING
D.F. KING & CO., THE INFORMATION AGENT, AT (800) 714-3311.
This press release contains certain forward-looking statements that are based
largely on Continuus Software's current expectations and are subject to a number
of risks and uncertainties. Actual results and events could differ significantly
from those discussed in the forward-looking statements. These risks and
uncertainties include those associated with the development of new products and
technologies, including Continuus eAsset Management solutions, the emerging
markets for our products, intense competition in our markets and the markets of
our customer's and partners, and the proposed acquisition of Continuus Software
by Telelogic AB, as well as other risks and uncertainties described from time to
time in our filings with the Securities and Exchange Commission, including our
most recent Annual Report on Form 10-K and our most recent Quarterly Report on
Form 10-Q.
Trademarks and registered trademarks are the property of their respective
holders.
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