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EXHIBIT 18
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
E-mail: [email protected] E-mail: [email protected]
Telelogic AB and Continuus Software Corporation Announce Expiration of
Hart-Scott-Rodino Waiting Period
IRVINE, CALIF. -- NOVEMBER 22, 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
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, in connection with Telelogic's proposed acquisition of Continuus, expired
on November 20, 2000. As has been previously disclosed, 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 back-end merger. The expiration or early termination of the HSR
waiting period was a condition to completion of the tender offer. The
consummation of the tender offer remains subject to customary closing
conditions, including that a certain minimum of the outstanding Continuus shares
are tendered.
Telelogic's tender offer is scheduled to expire at 12:00 midnight EST on
Tuesday, November 28, 2000, unless extended.
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.
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
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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.
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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.
