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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
Date of Report: September 8, 1999
BAAN COMPANY N.V.
Baron van Nagellstraat 89
3770 AC Barneveld
The Netherlands
and
2191 Fox Mill Road, Suite 500
Herndon, Virginia, USA 20171
(Addresses of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
82- N.A.
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BAAN COMPANY N.V.
FORM 6-K
Baan Company N.V., a Netherlands corporation ("Baan Company"), issued a
press release dated August 31, 1999 (the "Press Release"), announcing the
signing of an agreement to acquire Proloq Holding B.V.
The Press Release is attached as Exhibit 99.1 to this Report on Form 6-K
and is incorporated by reference herein. The foregoing summary of the Press
Release is qualified in its entirety by reference to the Press Release.
Any statements contained in the Press Release that are not historical
facts are forward-looking statements. In particular, statements using the words
"will," "plans," "expects," "believes," "anticipates," or like terms are by
their nature predictions based upon current plans, expectations, estimates, and
assumptions. These statements are subject to a number of risks and uncertainties
that could significantly affect outcomes, which may differ materially from the
expectations, estimates, or assumptions expressed in or implied by any such
forward-looking statements. Specific risks applicable to such forward-looking
statements include risks associated with the failure to conclude any proposed
agreement and/or changing conditions in the marketplace. Other risks and
uncertainties associated with the businesses of Baan Company may be reviewed in
Baan Company's public filings on Form 6-K and Form 20-F. Those documents are
publicly on file with the U.S. Securities and Exchange Commission.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of Baan Company N.V. dated August 31, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
BAAN COMPANY N.V.
By: /s/ Robert Goudie
-------------------------------------
Robert Goudie
Senior Vice President, General
Counsel and Secretary to the Board of
Directors
Date: September 8, 1999
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EXHIBIT INDEX
Exhibit No. Description
---------------------------------------------------------
99.1 Press Release of Baan Company N.V. dated August 31, 1999.
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EXHIBIT 99.1
Press Release
FOR IMMEDIATE RELEASE
BAAN COMPANY ACQUIRES PROLOQ HOLDING B.V.
STRATEGIC ACQUISITION OF LEADING PRIMARY METALS,
CABLE & WIRE AND PULP & PAPER INDUSTRIES APPLICATION VENDOR
BARNEVELD, THE NETHERLANDS AND HERNDON, VIRGINIA, USA -AUGUST 31, 1999 - Baan
Company N.V. (ASE:BAAN; NASDAQ:BAANF), a leading global supplier of enterprise
applications, today announced that it has signed an agreement to acquire Proloq
Holding B.V., a leader in industry specific software for Primary Metals, Cable &
Wire and Pulp & Paper Industries. The acquisition of Proloq makes it possible
for Baan Company to further expand its market position in these industries.
Upon completion of the acquisition, Proloq Holding B.V. will become a
wholly-owned subsidiary of Baan Company N.V. The transaction is subject to
customary closing conditions and was signed today, August 31, 1999. Other terms
of the agreement were not disclosed. Proloq develops, markets, and supports
add-on modules which are based on Baan's development technology and fully
integrated in Baan's ERP software. These modules enable Baan to meet the
specific needs of the Primary Metals, Cable & Wire and Pulp & Paper Industries.
"This is another step forward within our new strategy to focus on specific lines
of business. I strongly believe that by adding Proloq's unique expertise to
Baan, we will become one of the premier solution providers in the Primary Metals
and Pulp & Paper market," said Mary Coleman, CEO of Baan Company. "Our
cooperation has already proven to be successful in customer wins such as USINOR,
British Steel Distribution and Avesta Sheffield."
Proloq is a company with extensive experience in managing dimensions and
specifications with the ability to support non-SKU-based (Stock Keeping Unit)
operations. Proloq gives Baan the ability to
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manage multiple characteristics, such as width, thickness, grade, surface
finish, packing, and scrapping requirements.
"Baan Company has been a valuable partner of Proloq for many years. I am very
excited about this new opportunity to join our forces, because it confirms our
vision on the target markets which we have developed over the past years. This
will definitely enable us to better serve both our joint target markets and
combined customer base," said Peter Gelderblom, President and CEO, Proloq
Holding B.V. "Proloq has extensive experience in the Primary Metals, Cable &
Wire and Pulp & Paper industries. By combining our knowledge of the industry
specific requirements for Enterprise Resource Planning systems and Baan's power
to penetrate these markets, we will be able to continue and strengthen our
focus," added Peter Gelderblom.
ABOUT PROLOQ HOLDING B.V.
Proloq was founded in 1990 as a company offering management and TRITON
consultancy and customization services. After 4 years the decision was made to
focus on the development of standard add-on modules for Baan, which has resulted
in successful solutions for Primary Metals and Cable & Wire Industries.
Recently, a solution for the Pulp & Paper Industry was introduced as well. As a
Baan Software Development Partner, Proloq maintains a close relationship with
Baan regarding training, development and support. For sales and distribution,
Proloq avails itself of Baan's worldwide channels. Current customers of Proloq
include USINOR, British Steel Distribution, Avesta Sheffield, Maksteel Inc.,
BICC Cables, ABB Norsk Kabel, Huber+Suhner AG, NKF Kabel, and Papier und
Kartonfabrik Varel GmbH & Co. Proloq employs 71 people, is headquartered in
Veenendaal, The Netherlands and can be found on the World Wide Web at
www.proloq.com.
ABOUT BAAN COMPANY
Founded in 1978, Baan Company (ASE: BAAN; Nasdaq: BAANF) is a leading global
provider of enterprise business software. Baan Company offers a comprehensive
portfolio of best-in-class, component-based applications for front office,
corporate office, and back office automation. These applications are in use at
approximately 13,000 customer sites worldwide. Baan Company products reduce
complexity, improve core business processes, are fast to implement and use, are
flexible in adapting to business changes, and optimize the management of
information throughout the entire value chain.
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Baan Company has dual headquarters in Barneveld, The Netherlands and Herndon,
Virginia, USA and can be found on the World Wide Web at www.baan.com.
###
Statements in this press release using the words "believes," "expects,"
"anticipates," and the like are forward-looking statements within the meaning of
the Securities Exchange Act of 1934, as amended, and as such are subject to a
number of risks and uncertainties that could significantly affect outcomes.
Actual outcomes, therefore, may differ materially from the expectations,
estimates, or assumptions expressed in or implied by any such statements.
Typical risks and uncertainties may be reviewed in the Baan Company's public
filings on file with the U.S. Securities and Exchange Commission (including its
most recent Form 20-F and 6-K).
"Baan" is a registered trademark of Baan Company, and any trade, product, or
service name referenced in this release using the name "Baan" is a trademark
and/or property of Baan Company. All other company, product, and service names
may be trademarks of their respective owners.
For more information, please contact:
Baan Company
Ronald Florisson, Vice President of Corporate Communications
Phone: +31(0)342 428786
E-mail: [email protected]
