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EXHIBIT (a)(11)
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 Completes Cash Tender Offer for Continuus Software Corporation;
Announces Subsequent Offering Period
MALMO, SWEDEN -- NOVEMBER 29, 2000 -- Telelogic AB (Stockholm Stock Exchange:
TLOG) announced today the completion of its $3.46 per share cash tender offer
for all outstanding shares of common stock of Continuus Software Corporation
(NASDAQ: CNSW). The tender offer expired at 12:00 midnight EST on Tuesday,
November 28, 2000, at which time approximately 9,364,418 shares of Continuus
Software Corporation common stock were validly tendered, including guaranteed
deliveries. Payment for the shares of Continuus Software Corporation common
stock tendered and not withdrawn as of the expiration date will be made promptly
through Wells Fargo Shareowner Services, the depositary for the tender offer.
After payment for the deposited shares, Telelogic AB will own approximately
84.6% of the total issued and outstanding shares of Continuus Software
Corporation common stock.
Telelogic AB also announced today that it will provide a subsequent offering
period of five business days for the Continuus Software Corporation tender
offer, which begins today at 9:00 a.m. EST and expires at 5:00 p.m. EST on
Tuesday, December 5, 2000. During this subsequent offering period, shares of
Continuus Software Corporation common stock will be accepted and promptly paid
for as they are tendered. The same price paid during the initial offering is
extended through the subsequent offering period: $3.46 per share, net to the
seller in cash. Shares that are tendered during the subsequent offering period
may not be withdrawn.
Following the subsequent offering period, Telelogic intends to acquire the
shares of Continuus Software Corporation that have not been tendered through a
merger transaction in which the remaining shareholders of Continuus Software
Corporation 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 subsequent offering period will be
paid earlier.
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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