As filed with the Securities and Exchange Commission on June 9, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(D)(4) of the
Securities Exchange Act of 1934
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BAAN COMPANY N.V.
(Name of Subject Company)
BAAN COMPANY N.V.
(Name of Person Filing Statement)
COMMON SHARES, PAR VALUE NLG 0.06 PER SHARE
(Title of Class of Securities)
N08044104
(CUSIP Number of Class of Securities)
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Rob Ruijter
Baan Company N.V.
Baron van Nagellstraat 89
3770 AC Barneveld
The Netherlands
011-31-342-42-8888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person filing Statement)
With copies to:
Robert Goudie, Esq. Robert B. Schumer, Esq.
Senior Vice President, General Paul, Weiss, Rifkind,
Counsel and Secretary Wharton & Garrison
Baan Company N.V. 1285 Avenue of the Americas
2191 Fox Mill Road, Suite 500 New York, New York 10019-6064
Herndon, Virginia 20171 (212) 373-3000
(703) 234-6000
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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2
Preliminary communications made before commencement of a tender offer:
SHAREHOLDERS OF BAAN COMPANY N.V. SHOULD READ OUR SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 WHEN IT IS AVAILABLE BECAUSE IT CONTAINS IMPORTANT
INFORMATION. SHAREHOLDERS CAN GET A COPY OF THE SCHEDULE 14D-9 AND OTHER
DOCUMENTS FILED BY US FOR FREE FROM THE SECURITIES AND EXCHANGE COMMISSION'S
WEBSITE LOCATED AT WWW.SEC.GOV. OTHER FREE DOCUMENTS INCLUDE OUR REPORTS FILED
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
Attachments to this filing:
Attachment 1 Press Release dated June 8, 2000.
Attachment 2 Extraordinary General Meeting Information Materials
posted on Baan Company N.V.'s website (www.baan.com)
on June 9, 2000.
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Attachment 1
For Immediate Release
Baan Company To Hold Shareholders Meeting June 29
To Discuss Invensys Tender Offer
Barneveld, The Netherlands and Herndon, Virginia - June 8, 2000 - Baan
Company N.V. (NASDAQ: BAANF; ASE: BAAN), a global provider of enterprise
business solutions, today announced that an Extraordinary General Meeting of
Shareholders will be held in Nijkerk, the Netherlands (at the Hart van Holland
Conference Center) on Thursday, June 29th, at 10:00 CET. At the meeting
shareholders will have the opportunity to obtain information concerning the
recommended cash offer of Ivensys plc to acquire the entire issued share capital
of Baan. Baan will also ask the shareholders to approve scheduling of the Annual
General Meeting to approve the 1999 Annual Accounts at a date later this year.
About Baan Company
Founded in 1978, Baan Company (NASDAQ: BAANF; ASE: BAAN) is a global
provider of enterprise business solutions. Baan Company offers a comprehensive
portfolio of integrated services and best-in-class, component-based applications
that span an organization's entire value chain including E-Business and Web
Commerce, Customer Relationship Management, Enterprise Resource Planning, Supply
Chain Management, and Corporate Knowledge Management. Deployed at more than
15,000 customer sites worldwide, Baan Company solutions enable organizations to
drive strategic business growth, improve business processes, reduce operating
complexity, and increase corporate flexibility.
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:
<PAGE>
George Thompson, Fleishman-Hillard (for Baan PR)
+202/828-9708
[email protected]
<PAGE>
Attachment 2
BAAN COMPANY N.V.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Shareholders of Baan Company N.V. (the "Company") and usufructuaries and
pledgees that may exercise voting rights on shares of the Company, are hereby
invited to attend the Extraordinary General Meeting of Shareholders of the
Company (the "Meeting") to be held on Thursday, June 29, 2000, at 10:00 hrs
(local time), at Conference Center `Hart van Holland', located at Berencamperweg
12, 3861 MC Nijkerk, the Netherlands.
A. Opening
B. Items of business:
1. Extension of time to draw up and make available to the shareholders
the Annual Accounts for the year ended December 31, 1999 until
November 30, 2000
2. Information concerning the recommended cash offer of Invensys Plc
to acquire the entire issued share capital of the Company
(non-voting item in accordance with the provisions of article 9 of
the Dutch SER Merger Code 1975)
3. Any other business as may properly come before the Meeting
4. Questions
C. Closing
The foregoing items of business are more fully described in the Explanatory
Notes to the Agenda.
The Agenda for the Meeting and Explanatory Notes thereto are available free of
charge for inspection and obtainable by the shareholders, usufructuaries and
pledgees that may exercise voting rights, at the offices of the Company at the
Baron van Nagellstraat 89, 3771 LK Barneveld, the Netherlands, and at 2191 Fox
Mill Road, Herndon, Virginia 20171, United States of America, and at the offices
of ABN AMRO Bank N.V. and Morgan Guaranty Trust Company of New York referred to
below and at the Public Reference Facilities maintained by the Securities and
Exchange Commission in Washington, DC. Copies of such material can be obtained
from the Public Reference Section of the Commission, Washington, DC 20549,
United States of America, at prescribed rates.
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In order to attend and to exercise their rights at the Meeting, holders of
bearer shares, and usufructuaries and pledgees that may exercise voting rights
on bearer shares, are required to deposit no later than Thursday, June 22, 2000
(before 4.00 p.m. local time) until after closing of the Meeting their share
certificates or a deposit certificate issued in respect of such shares by a
banking institution, against issuance of a receipt, at the offices of ABN AMRO
Bank N.V., Herengracht 595, Amsterdam, the Netherlands, or at the offices of
Morgan Guaranty Trust Company of New York, Depository, Attn: William Yetto, P.O.
Box 9383, Boston, MA 02205-9958, United States of America. Only such receipt
shall entitle the shareholder, usufructuary or pledgee with voting rights, to
attend the Meeting.
In order to attend and to exercise their rights at the Meeting, holders of
registered shares, and usufructuaries and pledgees that may exercise voting
rights on registered shares, are required to notify the Company in writing of
their intention to attend the Meeting no later than Thursday, June 22, 2000
(before 4.00 p.m. local time) by delivering such notification to one of the
above mentioned offices of the Company in Barneveld or Herndon, VA, or to one of
the above mentioned offices of ABN AMRO Bank N.V. or Morgan Guaranty Trust
Company of New York, together with a specification of the numbers of the share
certificates which may have been issued in respect of such shares. Upon timely
receipt of such notification, the shareholder, usufructuary or pledgee with
voting rights, shall be provided with an admission ticket for the Meeting. A
shareholder, usufructuary or pledgee with voting rights may only exercise his
rights at the Meeting in respect of the shares that are registered in his name
on both the time of such notification and the date of the Meeting.
The right of a shareholder, usufructuary or pledgee with voting rights to attend
and vote at the Meeting can be exercised on his behalf by a person who is
authorised in writing to do so. The written proxy must be deposited no later
than at the time, and at the place, indicated above for bearer shares (or a
deposit certificate). Holders of registered shares will be sent a proxy card
which can be used for such purpose; proper completion and timely return of the
proxy card by holders of registered shares, together with a specification of the
numbers of any share certificates issued in respect of their shares (see above),
constitutes proper notice of intent to attend by proxy for the purposes hereof.
Management Board of Baan Company N.V.
Barneveld, the Netherlands
June 14, 2000
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BAAN COMPANY N.V.
Barneveld, June 14, 2000
To the shareholders of Baan Company N.V.
You are hereby invited to attend the Extraordinary General Meeting of
Shareholders of Baan Company N.V., a company with limited liability incorporated
under the laws of the Netherlands, to be held on Thursday, June 29, 2000, at
10:00 hrs (local time), at Conference Center `Hart van Holland', located at
Berencamperweg 12, 3861 MC Nijkerk, the Netherlands.
Included are the Agenda for the Extraordinary General Meeting of Shareholders,
the Explanatory Notes to the Agenda, and a proxy card for use in connection with
the Extraordinary General Meeting of Shareholders.
Yours sincerely,
Baan Company N.V.
J.C. (Hans) Wortmann,
Interim Chairman of the Board of Supervisory Directors
<PAGE>
BAAN COMPANY N.V.
AGENDA
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Extraordinary General Meeting of Shareholders (the "Meeting") of Baan Company
N.V. (the "Company") to be held on Thursday, June 29, 2000, at 10:00 hrs (local
time), at Conference Center `Hart van Holland', located at Berencamperweg 12,
3861 MC Nijkerk, the Netherlands.
A. Opening
B. Items of business:
1. Extension of time to draw up and make available to the shareholders
the Annual Accounts for the year ended December 31, 1999 until
November 30, 2000
2. Information concerning the recommended cash offer of Invensys Plc
to acquire the entire issued share capital of the Company
(non-voting item in accordance with the provisions of article 9 of
the Dutch SER Merger Code 1975)
3. Any other business as may properly come before the Meeting
4. Questions
C. Closing
The foregoing items B.1 - B.3 are more fully described in the Explanatory Notes
to the Agenda.
<PAGE>
BAAN COMPANY N.V.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
June 29, 2000
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EXPLANATORY NOTES TO AGENDA
I. General
The enclosed Proxy is solicited on behalf of Baan Company N.V., a
company with limited liability incorporated under the laws of the
Netherlands (the "Company"), for use at the Extraordinary General
Meeting of Shareholders (the "Meeting") to be held on Thursday, June
29, 2000, at 10:00 hrs (local time), or at any adjournment thereof, for
the purposes set forth herein, and in the accompanying Agenda. The
Meeting will be held at Conference Center `Hart van Holland', located
at Berencamperweg 12, 3861 MC Nijkerk, the Netherlands. The Company's
telephone number is +31-342-428-888.
The proxy solicitation materials have been mailed on or about June 14,
2000, to all holders of registered shares of the Company as of June 6,
2000.
II. Procedure for Attendance
In order to attend the Meeting and exercise their rights at the Meeting
(in person or by proxy) holders of bearer shares and registered shares
must do the following:
(i) Bearer shares: Holders of bearer shares, and usufructuaries
and pledgees that may exercise voting rights on bearer shares,
are required to deposit on or prior to June 22, 2000 (before
4.00 p.m. local time) until after closing of the Meeting their
share certificates or a deposit certificate issued in respect
of such shares by a banking institution, against issuance of a
receipt, at the offices of ABN AMRO Bank N.V., Herengracht
595, Amsterdam, the Netherlands, or at the offices of Morgan
Guaranty Trust Company of New York, Depository, Attn: William
Yetto, P.O. Box 9383, Boston, MA 02205-9958, United States of
America. Only such receipt shall entitle the shareholder,
usufructuary, or pledgee with voting rights to attend the
Meeting;
(ii) Registered shares: Holders of registered shares, and
usufructuaries and pledgees that may exercise voting rights on
registered shares, are required to notify the Company in
writing of their intention to attend the Meeting on or prior
to June 22, 2000 (before 4.00 p.m. local time) by delivering
such notification to one of the offices of the Company at
Baron van Nagellstraat 89, 3771 LK Barneveld, the Netherlands,
or at 2191 Fox Mill Road, Herndon, VA 20171, United States of
America, or to one of the above mentioned offices of ABN AMRO
Bank N.V. or Morgan Guaranty Trust Company of New York,
together with a specification of the numbers of any
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share certificates which may have been issued in respect of
such shares. Upon timely receipt of such notification, the
shareholder, usufructuary or pledgee with voting rights, shall
be provided with an admission ticket for the Meeting. A
shareholder, usufructuary or pledgee with voting rights may
only exercise his rights at the Meeting in respect of the
shares that are registered in his/her name at both the time of
notification and the date of the Meeting. Notification will be
deemed to have been properly made if a duly completed proxy
card is returned to the Company in a timely manner, as
provided below.
The Meeting shall decide whether any person other than those indicated
above can attend the Meeting. All holders of voting rights or their
representatives will be requested to sign an attendance list at the
Meeting.
III. Votes required for Resolutions
Each proposal requires the majority of the votes cast at the Meeting.
Each share is entitled to one vote.
IV. Proxies
The right of a shareholder, usufructuary, or pledgee with voting rights
to attend and vote at the Meeting can be exercised on his behalf by a
person who is authorized in writing to do so. The written proxy must be
deposited no later than at the time, and at the place, indicated above
for bearer shares (or a deposit certificate). Holders of registered
shares have been sent a proxy card which can be used for such purpose;
proper completion and timely return of the proxy card by holders of
registered shares, together with a specification of the numbers of any
share certificates issued in respect of their shares (see above),
constitutes proper notice of intent to attend by proxy for the purposes
hereof.
The cost of soliciting proxies will be borne by the Company. The
Company has retained the services of Morgan Guaranty Trust Company of
New York, the Company's US transfer agent and registrar, to aid in the
solicitation of proxies from brokers, bank nominees and other
institutional owners, on terms customary for such services. In
addition, the Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in
forwarding solicitation materials to such beneficial owners. Proxies
may also be solicited by certain of the Company's directors, officers
and regular employees, without additional compensation, personally or
by telephone or telegram.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the
Secretary of the Company a written notice of revocation or a duly
executed proxy bearing a later date or by attending the Meeting and
voting in person.
V. Explanatory Notes to Agenda Items
Explanatory Note to Item B.1 - Extension of time to draw up and make
available to the shareholders the Annual Accounts for the year ended
December 31, 1999 until November 30, 2000
Due to changes in management after the first of the year and the need
to commit management resources to discussions with potential partners
(including Invensys Plc.), while at the same time operating (and in
some cases realigning) the business, the Company is not in a position
to finalize the Annual Accounts and Annual Report for the year ended
December 31, 1999 as of the time of mailing of this Agenda.
Consequently, management requests that the General Meeting grants the
Board of Managing Directors an extension until November 30, 2000 to
draw up the Annual
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Accounts and to make them available to the shareholders. The Company
notes that its unaudited 1999 year end results were released on
February 3, 2000 and have been available on the Company Web site since
that time. In addition, a summary of the unaudited Annual Accounts for
the year ended December 31, 1999 and of the results of the first
quarter of 2000 will be included in the Offer Memorandum
(biedingsbericht) regarding the Offer by Invensys Plc. to acquire the
entire issued share capital of the Company (described below). The
Company continues in the process of drawing up the Annual Accounts and
Annual Report and will provide those to shareholders and on the Baan
Website (www.Baan.com) once completed.
Explanatory Note to Item B.2 - Information concerning the recommended
cash offer of Invensys Plc. to acquire the entire issued share capital
of the Company (non-voting item in accordance with the provisions of
article 9 of the Dutch SER Merger Code 1975).
On May 31, 2000 Invensys Plc. ("Invensys") and the Company announced
the terms of a recommended cash offer under which Invensys would
acquire the entire issued share capital of Baan (the "Offer"). The
Offer is 2.85 in cash for each Baan share, valuing the entire existing
issued share capital of Baan at approximately Eur 762 million
(approximately US $710 million). This General Meeting serves as the
informational meeting regarding the Offer in accordance with the
provisions of article 9 of the Dutch SER Merger Code 1975. The Offer is
expected to commence on or about June 19, 2000, as soon as the Offer
Memorandum is available. The Offer Memorandum will contain the
information for the shareholders as required by article 9 of the Dutch
SER Merger Code. The Supervisory and Management Boards of Baan
unanimously recommend that all Baan shareholders accept the Offer. The
Boards have been advised by Lazard Freres, which provided a fairness
opinion that the Offer is fair from a financial point of view for all
Baan shareholders. Copy of the fairness opinion will be filed with the
Securities and Exchange Commission. A copy of the Company's press
release concerning the Offer is attached and is incorporated by
reference. As it is the decision of each individual shareholder whether
to tender his shares, there is no vote on this item.
Explanatory Note to Item B.3 - Any other business as may properly come
before the Meeting
If any matters not listed on the Agenda properly come before the
meeting, it is the intention of the persons named in the enclosed proxy
to vote the shares they represent as the Board of Managing Directors
may recommend. Under the Company's Articles of Association, however, a
proposal not included in the agenda may only be approved at the Meeting
in the event that the entire issued capital of the Company is
represented at the Meeting, in person or by proxy, and the proposal is
unanimously approved.
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