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EXHIBIT 99(a)(1)
PRESS RELEASE
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Press contacts:
Jeff Ignaszak
GE Power Systems
Phone (770) 859-7650
[email protected]
Ellen Klee
GE Energy Management Services
Phone (770) 859-7384
[email protected]
Chad Morris
Smallworldwide plc.
Phone (303) 268-6251
[email protected]
GE Power Systems Announces Offer to
Acquire Smallworldwide plc
Provider of spatial technology and network solutions for the utility,
communications, and public service industries complements
GE's high-tech services growth strategy
August 17, 2000 - Atlanta, GA and Cambridge, England - General Electric Company
and Smallworldwide plc announced today that they have reached a definitive
agreement pursuant to which GE Power Systems will commence an offer to acquire
100% of Smallworld's shares for US$ 20.00 per share, payable in cash. The Board
of Directors of Smallworld has unanimously recommended the Offer and the
Company's directors and executive officers have irrevocably committed to tender
their Smallworld shares into the GE Offer. The total value of the transaction,
on a fully diluted equity basis, is approximately US$ 210 million. For its
fiscal year ended June 30, 2000, Smallworld sales were US$ 78.9 million.
Smallworld is a leading supplier of spatial technology and network solutions for
the global marketplace with focus in the utilities, communications, and public
systems industries. Smallworld software products model real world assets and
services, enabling companies to improve the performance and efficiency of their
complex networks.
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Robert L. Nardelli, President and CEO of GE Power Systems, said, "Smallworld's
software technology solutions will offer tremendous opportunities for our
customers to improve their overall network management and service reliability.
As companies around the world race to digitize their operations, this technology
will become a fundamental part of our strategy to provide the energy and other
high-tech industries with innovative solutions that drive productivity. By
combining this business with our growing portfolio of software solutions we will
be better positioned to help meet the changing needs of the global energy and
communications marketplace."
Dick Newell, Chairman of Smallworld, commented "This transaction complements our
long term goal of becoming the software choice for designing and managing the
world's networks. The Board of Directors' unanimous approval of this
transaction confirms our commitment to continued growth and global opportunity."
Warren Ferguson, President and Chief Executive Officer of Smallworld, added "Our
innovative people, spatial technology, product quality, and network solutions
will make a valuable addition to GE. All of us at Smallworld can take great
pride in the fact that we are joining forces with one of the best corporations
in the world."
Upon completion of the transaction, Smallworld will become part of GE Energy
Management Services, a GE Power Systems business. "In addition to Smallworld's
strong technology and customer franchise, we are very impressed with the people
at Smallworld and excited to have them join our team," commented Steve Bolze,
President and General Manager of GE Energy Management Services. "Smallworld will
be an integral part of our growth strategy for serving customers in the rapidly
changing utility and communications industries."
The tender offer for Smallworld shares is expected to commence next week. The
tender offer is subject to customary conditions, including obtaining necessary
regulatory approvals and the tender of at least 90% of the outstanding shares
(or such lesser amount as GE may decide, but not less than a majority).
Assuming the purchase of at least 90% of the shares at conclusion of the offer,
any remaining shares would be acquired for $20.00 per share payable in cash
through the compulsory share acquisition procedures provided under U.K. law.
This announcement is not an offer to purchase the shares of Smallworld. At the
time the offer is commenced, GE will file a tender offer statement (including
related tender offer documents such as a form of letter of transmittal for U.S.
shareholders and form of acceptance for U.K. shareholders) with the SEC, and
Smallworld will file a solicitation/recommendation statement with the SEC.
These documents will contain important information about the offer and
shareholders of Smallworld are urged to read these documents before making a
decision about the offer. Once filed with the SEC, these documents will be
available free of charge from the contact persons listed above. In addition,
the documents filed by GE will be available from the SEC's website at
www.sec.gov.
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About Smallworld
----------------
Smallworld is a technology leader that creates, markets and delivers network
software products to the utility, public systems, and communications customers
globally. The company also
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provides rapid implementation and integration of Smallworld's unique technology
and vertical industry applications, which can increase customers' revenues,
improve customer service, and better utilize assets. Shares in Smallworld are
traded on NASDAQ National Market System under the symbol SWLDY. Smallworld
employs more than 500 people doing business through a worldwide network of sales
offices, distributors and business partners.
About GE and GE Power Systems
-----------------------------
GE (NYSE symbol GE) is a diversified services, technology and manufacturing
company with a commitment to achieving customer success and worldwide leadership
in each of its businesses. GE was recently named "E-Business of the Year" by
Internet Week magazine.
GE Power Systems is the largest business unit of GE and is a leading global
supplier of power generation technology, energy services and energy management
systems with 2000 revenue estimated at US$14.5 billion. GE Power Systems has the
largest installed base of power generation equipment in the global energy
industry. Through a series of acquisitions and alliances the company has
expanded its portfolio of product, service and software solutions to serve
customers in the global energy and other related industries. Recent acquisitions
of rental power and industrial pure water technologies have expanded the
company's capabilities to serve a broader range of industries including
telecommunications, entertainment and high-tech manufacturing.
For further company information, please visit websites www.gepower.com and
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www.swldy.com.
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The City Code on Takeovers and Mergers
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Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Smallworld plc, owns or controls, or becomes the owner or
controller, directly or indirectly, of a per cent. or more of any class of
securities of Smallworld plc is generally required under the provisions of Rule
8 of the Code to notify the Panel by no later than 12.00 noon (London time) on
the business day following the date of the transaction of every dealing in such
securities during the period prior to the date on which the Offer is
unconditional in all respects or lapses or is withdrawn. Dealings by Smallworld
plc or by its "associates" (within the definition set out in the Code) in any
class of securities of Smallworld or referable thereto until the end of such
period must also be disclosed.
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