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EXHIBIT (a)(12)
PRESS RELEASE
NEWS For Immediate Release
CONTACTS
Catharina Sundelin Geri L. Schanz
Director of Information & Investor Director of Marketing Communications
Relations Telelogic AB Continuus Software Corporation
Phone: +46 40-17 47 30 Phone: 949.885.2512
E-mail: [email protected] E-mail: [email protected]
Telelogic AB Announces Successful Completion of Subsequent Offer Period; More
Than 90% of Continuus Software Issued and Outstanding Shares Validly Tendered
MALMO, SWEDEN -- DECEMBER 6, 2000 -- Telelogic AB (Stockholm Stock Exchange:
TLOG) and Continuus Software Corporation (Nasdaq: CNSW) jointly announced today
the expiration of the subsequent offering period to the previously announced
cash tender offer by a wholly owned subsidiary of Telelogic AB to purchase all
outstanding shares of common stock, par value $0.001 per share, of Continuus
Software Corporation, at a price of $3.46 per share, net to the seller in cash,
without interest thereon.
The subsequent offering period to the tender offer expired, as scheduled, at
5:00 p.m., New York City time, on Tuesday, December 5, 2000. As of the
expiration of the subsequent offering period to the tender offer, based on
information provided by the depositary for the tender offer, approximately
10,056,265 shares, representing approximately 90.66% of Continuus Software
Corporation's issued and outstanding shares of common stock, were validly
tendered. An additional 33,000 shares of common stock were tendered pursuant to
Notices of Guaranteed Delivery. Pursuant to the terms of the offer, Telelogic AB
has accepted for payment, and will promptly pay for, all shares of common stock
validly tendered in the offer.
Telelogic AB will acquire the remaining outstanding shares of Continuus Software
Corporation common stock pursuant to a merger of its wholly owned merger
subsidiary with and into Continuus Software Corporation. No further action is
required by the remaining stockholders of Continuus Software Corporation to
effect the merger. As a result of the merger, the remaining outstanding shares
of Continuus Software Corporation common stock (except for shares held by
Continuus Software Corporation, Telelogic AB or any of its subsidiaries, or by
shareholders exercising dissenters' rights under Delaware law, if available)
will be converted into the right to receive $3.46 in cash, without interest, and
Continuus Software Corporation will thereby become a wholly owned subsidiary of
Telelogic AB.
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.
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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.
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.
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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.
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