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CASH OFFER FOR
ALL OUTSTANDING COMMON SHARES
OF
BAAN COMPANY N.V.
PURSUANT TO THE OFFER TO PURCHASE
DATED JUNE 14, 2000
AT
E2.85 NET PER SHARE
BY
INVENSYS HOLDINGS LIMITED
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
INVENSYS PLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 3:00 P.M. AMSTERDAM
TIME (9:00 A.M., NEW YORK CITY TIME), ON THURSDAY, JULY 13, 2000,
UNLESS THE OFFER IS EXTENDED.
June 14, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase for Cash dated June
14, 2000 (the "Offer to Purchase"), and the related Letter of Transmittal
relating to an offer by Invensys Holdings Limited, a private limited company
organized under the laws of England and Wales ("Offeror"), and an indirect
wholly owned subsidiary of Inversys plc, a public limited company organized
under the laws of England and Wales ("Parent"), to acquire all outstanding
common shares, par value NLG 0.06 per share ("Shares"), of Baan Company N.V., a
corporation organized under the laws of The Netherlands ("Baan" or the
"Company"), not already owned by Offeror or its affiliates, for E2.85, net to
the seller in cash without interest thereon (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal (as any of the foregoing may be amended or
supplemented from time to time, constitute the "Offer"). Holders of U.S.
Registered Shares (as defined in the Offer to Purchase) whose certificates for
such U.S. Registered Shares ("Share Certificates") are not immediately
available, who cannot deliver their Share Certificates and all other required
documents to Morgan Guaranty Trust Company of New York, the U.S. Depositary, on
or prior to the Expiration Date (as defined in the Offer to Purchase) or who
cannot complete the procedures for book-entry transfer described in the Offer to
Purchase on a timely basis, must tender their U.S. Registered Shares according
to the guaranteed delivery procedure described under "Guaranteed Delivery" in
Section 3 of the Offer to Purchase.
WE ARE THE HOLDER OF RECORD OF U.S. REGISTERED SHARES HELD BY US FOR YOUR
ACCOUNT. A TENDER OF SUCH U.S. REGISTERED SHARES CAN BE MADE ONLY BY US AS THE
HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
U.S. REGISTERED SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of such U.S. Registered Shares held by us for your account, as
well as to what form of consideration you wish to receive for
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any such tendered U.S. Registered Shares, pursuant to the terms and subject to
the conditions set forth in the Offer to Purchase. Your attention is directed to
the following:
1. The Offer Price for each tendered Share is E2.85, net to the seller in
cash without interest thereon.
2. HOLDERS OF U.S. REGISTERED SHARES WILL RECEIVE ALL CASH PAYMENTS
PURSUANT TO THE OFFER IN U.S. DOLLARS UNLESS THE HOLDER ELECTS TO RECEIVE ALL
SUCH PAYMENTS IN EUROS. See Instruction 8 of the Letter of Transmittal.
Shareholders tendering by book-entry transfer who wish to receive cash payments
pursuant to the Offer in euros instead of U.S. dollars must submit herewith a
copy of the Agent's Message (as defined in the Offer to Purchase) used to tender
such U.S. Registered Shares. Holders of U.S. Registered Shares who elect to
receive cash payments pursuant to the Offer in euros and who do not tender such
Shares by book-entry transfer must provide the U.S. Depositary with wire
instructions for an account in The Netherlands to which such payment may be made
and have their signatures on the Letter of Transmittal guaranteed by an Eligible
Institution (as defined in Instruction 1 of the Letter of Transmittal). See
Instructions 1 and 8 of the Letter of Transmittal.
3. The Offer is made for all outstanding Shares.
4. Each of the Company Board of Management and the Company Supervisory
Board has unanimously approved the Offer and determined that the terms of the
Offer are in the best interests of the Company and its shareholders and
recommends that shareholders tender all of their Shares in the Offer. See
"Introduction" in the Offer to Purchase.
5. The Offer is being made pursuant to the offer agreement, dated as of May
31, 2000 between Parent, on behalf of itself and two subsidiaries (then intended
to be formed) and the Company (the "Offer Agreement"). Subsequent to entering
into the Offer Agreement, Parent, on behalf of the contemplated subsidiaries,
assigned the rights and obligations of those subsidiaries under the Offer
Agreement to Offeror. Any shareholders who do not tender their Shares will
remain shareholders of the Company following consummation of the Offer until
such time as Offeror acquires at least 95% of the outstanding Shares and the
Enterprise Division of the Court of Appeals in Amsterdam subsequently approves a
statutory buy out procedure (the "Statutory Buy Out Procedure") of the remaining
minority Shares pursuant to the Dutch Civil Code. Those shareholders who do not
tender their Shares pursuant to the Offer are not entitled to receive
consideration for their Shares from Offeror unless Offeror effects the Statutory
Buy Out Procedure or otherwise agrees to acquire such holders' Shares in
accordance with applicable Law. See Section 12 in the Offer to Purchase.
6. Concurrently with the announcement of the Offer, Parent announced it is
forming Invensys Software and Systems division ("ISS") of which the Company will
be a part. ISS will be a provider of manufacturing solutions, providing,
software and services and the pro forma combined division is expected to have
annual revenues of approximately U.S.$2 billion. Bruce Henderson, currently the
division Chief Executive of Parent's Intelligent Automation business, will take
management responsibility for ISS. Laurens van der Tang, currently Executive
Vice President of Research and Development at the Company, will become President
of the Company upon closing of the Offer. It is expected that the Company will
continue operating under the name of "Baan" and will continue to compete in the
global market with the full range of its products. Barneveld, The Netherlands,
will be the headquarters of the Company. The headquarters of ISS will be in
Herndon, Virginia, USA.
The combination of the Company and Parent's software systems businesses
will create a leader in manufacturing solutions with the scale to compete in the
global market. ISS will have products in e-business, customer relationship
management, web-enabled enterprise resource planning and supply chain
management.
7. The Offer and withdrawal rights expire at 3:00 p.m., Amsterdam time
(9:00 a.m., New York City time), on Thursday, July 13, 2000, unless the Offer is
extended.
8. Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares pursuant to the
Offer.
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9. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer that number of
Shares that would represent at least 95% of the outstanding Shares of the
Company as of the Expiration Date. The Offer is also subject to other terms and
conditions which the Company shareholders should carefully consider. See Section
14 in the Offer to Purchase.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) shareholders in any jurisdiction in which the making of the Offer or
the acceptance thereof would not be in compliance with the laws of such
jurisdiction. However, Offeror may, in its sole discretion, take such action as
it may deem necessary to make the Offer in any such jurisdiction and extend the
Offer to shareholders in such jurisdiction.
If you wish to have us tender any or all of the U.S. Registered Shares held
by us for your account, please instruct us by completing, executing and
returning to us the instruction form contained in this letter, including an
election as to whether you wish to receive the Offer Price for each of your
tendered U.S. Registered Shares, pursuant to the Offer in euros. If you
authorize a tender of your U.S. Registered Shares, all such U.S. Registered
Shares will be tendered unless otherwise specified in such instruction form.
Your instructions should be forwarded to us in ample time to permit us to submit
a tender on your behalf prior to the expiration of the Offer.
Each tendered U.S. Registered Share will be exchanged for the Offer Price
in the Offer.
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INSTRUCTIONS WITH RESPECT TO
THE OFFER TO ACQUIRE ALL OUTSTANDING COMMON SHARES
OF
BAAN COMPANY N.V.
PURSUANT TO THE OFFER TO PURCHASE
DATED JUNE 14, 2000
AT
E2.85 NET PER SHARE
BY
INVENSYS HOLDINGS LIMITED
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
INVENSYS PLC
The undersigned acknowledge(s) receipt of your letter enclosing the Offer
to Purchase for Cash dated June 14, 2000 (the "Offer to Purchase") and the
related Letter of Transmittal pursuant to an offer by Invensys Holdings Limited,
a private limited company organized under the laws of England and Wales
("Offeror"), and an indirect wholly owned subsidiary of Inversys plc, a public
limited company organized under the laws of England and Wales ("Parent") to
acquire all outstanding common shares, par value NLG 0.06 per share ("Shares"),
of Baan Company N.V., a corporation organized under the laws of The Netherlands
("Baan" or the "Company"), not already owned by Offeror or its affiliates, for
E2.85, net to the seller in cash without interest thereon (the "Offer Price"),
upon the terms and subject to the conditions set forth in the Offer to Purchase
and in the related Letter of Transmittal (as any of the foregoing may be amended
or supplemented form time to time, constitute the "Offer").
This will instruct you (i) to tender the number of Shares indicated below
(or, if no number is indicated below, all Shares which are held by you for the
account of the undersigned), (ii) to receive payment pursuant to the Offer for
such tendered Shares as is indicated below and (iii) to elect to receive all
cash payments pursuant to the Offer in euros (or, if no such election is
indicated below, to receive all such payments in U.S. dollars), upon the terms
and subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal furnished to the undersigned.
<TABLE>
<S> <C>
Total Number of Shares to be tendered:* SIGN HERE
--------------- Shares ------------------------------------------
SIGNATURE(S)
Dated , 2000 ------------------------------------------
PLEASE PRINT NAME(S)
------------------------------------------
ADDRESS
------------------------------------------
AREA CODE AND TELEPHONE NUMBER
------------------------------------------
TAX, IDENTIFICATION OR
SOCIAL SECURITY NUMBER
</TABLE>
---------------
* Unless otherwise indicated, it will be assumed that all of your Shares held by
us for your account are to be tendered.
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SPECIAL CURRENCY INSTRUCTIONS
(SEE INSTRUCTION 8 OF THE LETTER OF TRANSMITTAL)
[ ] PAYMENT IN EUROS. Check this box if you wish to receive cash payments
pursuant to the Offer in euros instead of U.S. dollars. MAKE NO MARK IN THIS
BOX IF YOU WISH TO RECEIVE PAYMENTS PURSUANT TO THE OFFER IN U.S. DOLLARS.
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(SHAREHOLDERS WHO WISH TO HAVE THEIR CASH PAYMENT MADE IN EUROS INSTEAD OF U.S.
DOLLARS SHOULD PROVIDE WIRE INSTRUCTIONS FOR AN ACCOUNT IN THE NETHERLANDS TO
WHICH SUCH PAYMENT MAY BE MADE HERE)
