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This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer is made solely by the
Offer to Purchase, dated June 14, 2000 and the related Letter of Transmittal
and is being made to all holders of Shares. The Offer is not
being made to (nor will tenders be accepted from, or on behalf of) holders
of Shares 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, Invensys Holdings Limited
may take such action as it may deem necessary to make the Offer in
any such jurisdiction and extend the Offer to holders of
Shares in such jurisdiction. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be
made on behalf of Invensys Holdings Limited by
one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
BAAN COMPANY N.V.
AT
EURO 2.85 NET PER SHARE
BY
INVENSYS HOLDINGS LIMITED
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
INVENSYS PLC
Invensys Holdings Limited, a private limited company organized under
the laws of England and Wales ("Offeror"), and an indirect wholly owned
subsidiary of Invensys plc, a public limited company organized under the laws of
England and Wales ("Parent"), is offering to purchase 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"), at a purchase price of euro 2.85 per Share, net to the seller in
cash, without interest ("Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated June 14, 2000 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "Offer").
Each holder of U.S. Registered Shares (as defined below) will receive all cash
payments pursuant to the Offer in U.S. dollars unless the holder elects to
receive all such payments in euros.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 3:00 PM, AMSTERDAM TIME (9:00 AM,
NEW YORK CITY TIME), ON THURSDAY, JULY 13, 2000, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE OF THE OFFER THAT NUMBER
OF SHARES WHICH WOULD, WHEN ADDED TO THE SHARES PREVIOUSLY ACQUIRED BY OFFEROR,
PARENT AND THEIR SUBSIDIARIES, REPRESENT AT LEAST 95% OF THE OUTSTANDING SHARES
(SUCH CONDITION, THE "MINIMUM CONDITION"). As of June 12, 2000, Offeror, Parent
and their subsidiaries own approximately 46,306,293 Shares, representing
approximately 17.3% of the outstanding Shares. The Offer is also subject to
other terms and conditions described in the Offer to Purchase, which
shareholders of the Company should carefully consider. The term "Expiration
Date" means 3:00 p.m., Amsterdam time (9:00 a.m., New York City time), on
Thursday, July 13, 2000, unless and until Offeror (subject to the terms of the
Offer Agreement (as defined below)) shall have extended the period of time
during which the Offer is open, in which event the term "Expiration Date" shall
mean the latest time and date at which the Offer, as so extended by Offeror,
shall expire.
The Offer is being made pursuant to the offer agreement, dated 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. The Offer Agreement is more fully described in the Offer to Purchase.
Any holder of Shares who does not tender its Shares will continue to be
a shareholder of the Company following consummation of the Offer until such
time, if any, as Parent, Offeror and their subsidiaries acquire 95% of the
outstanding Shares and subsequently obtain an order pursuant to a statutory buy
out procedure under Dutch law (the "Statutory Buy Out Procedure") or until such
shareholder otherwise disposes of its Shares. As soon as Parent, Offeror and
their subsidiaries hold for their own account at least 95% of the issued share
capital of the Company, Offeror intends to institute proceedings against the
minority shareholders (the "Minority Shareholders") in order to force the
Minority Shareholders to transfer their Shares to Offeror. Because the Statutory
Buy Out Procedure would require a court proceeding and possibly expert
valuation, receipt of funds could be substantially delayed, and the price paid
in the Statutory Buy Out Procedure may be more or less than the Offer Price.
Those shareholders of the Company who do not tender their Shares pursuant to the
Offer are not entitled to receive consideration for their Shares from Offeror at
any time subsequent to the consummation of the Offer unless Offeror effects the
Statutory Buyout Procedure or otherwise agrees to acquire such holders' Shares
in accordance with applicable law. In addition, Offeror currently intends, after
completion of the Offer, to cause the effectuation by the Company and one or
more Dutch subsidiaries of Parent of a legal merger pursuant to Dutch law.
EACH OF THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD OF BAAN, HAS
UNANIMOUSLY APPROVED THE OFFER AND DETERMINED THAT THE TERMS OF THE OFFER ARE
FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS SHAREHOLDERS AND
RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER ALL
OF THEIR SHARES IN THE OFFER.
For purposes of the Offer, Offeror will be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to Offeror and not
withdrawn, if and when Offeror gives oral or written notice to Morgan Guaranty
Trust Company of New York (the "U.S. Depositary") or ABN Amro Bank N.V. (the
"Dutch Depositary" and, together with the U.S. Depositary, the "Depositaries")
of Offeror's acceptance for payment of such Shares pursuant to the Offer. Upon
the terms and subject to the conditions of the Offer, payment for Shares
accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositaries, which will act as agents for
tendering shareholders for the purpose of receiving payment from Offeror and
transmitting payment to tendering shareholders. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY OFFEROR,
REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
Payment for U.S. Registered Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the U.S. Depositary of (i)
certificates for such U.S. Registered Shares or timely confirmation of the
book-entry transfer of such U.S. Registered Shares into the U.S. Depositary's
account at The Depository Trust Company pursuant to the procedures set forth
under "Procedure for Tendering Shares--For Holders of U.S. Registered Shares" in
the Offer to Purchase, (ii) a Letter of Transmittal (or a facsimile thereof)
properly completed and duly executed with any required signature guarantees, or
an Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry transfer, and (iii) any other documents required by the Letter of
Transmittal. "U.S. Registered Shares" means Shares held in certificated form and
registered in the shareholders' registry in New York City, for which Morgan
Guaranty Trust Company of New York serves as the transfer agent and registrar.
Payment for tendered Shares which are not U.S. Registered Shares ("Dutch
Shares") accepted pursuant to the Offer will be made only after timely receipt
by the Dutch Depositary of the documents described under "Acceptance for Payment
and Payment for Shares--Payment for Dutch Shares" in the Offer to Purchase.
If by the Expiration Date any or all conditions to the Offer have not
been satisfied or waived, Offeror reserves the right (but shall not be
obligated), subject to the terms and conditions contained in the Offer Agreement
and to the applicable rules and regulations of the U.S. Securities and Exchange
Commission (the "SEC") and Dutch law, to (i) terminate the Offer and not accept
for payment any Shares and return all tendered Shares to tendering shareholders,
(ii) waive all the unsatisfied conditions and, subject to complying with the
terms of the Offer Agreement and the applicable rules and regulations of the SEC
and Dutch law, accept for payment and pay for all Shares validly tendered prior
to the Expiration Date and not theretofore withdrawn, (iii) extend the Offer
and, subject to the right of shareholders to withdraw Shares until such
extension of the Expiration Date, retain the Shares that have been tendered
during the period or periods for which the Offer is extended and, on the
extended Expiration Date, subject to satisfaction or waiver of the conditions of
the Offer Agreement and the applicable rules and regulations of the SEC and
Dutch law, then accept for payment and pay for all Shares validly tendered prior
to such extension of the Expiration Date or (iv) amend the Offer. The Offer
Agreement provides that, so long as the Offer Agreement is in effect and the
Offer conditions are not satisfied on any scheduled Expiration Date of the
Offer, then, provided that all such conditions could reasonably be expected to
be satisfied within 30 days after the then scheduled Expiration Date, Parent and
Offeror shall extend the Offer. Any extension, amendment or termination of the
Offer will be followed as promptly as practicable, but in any event in
accordance with applicable law, by public announcement thereof. In the case of
an extension, Rule 14e-1(d) under the U.S. Securities Exchange Act of 1934, as
amended (the "U.S. Exchange Act"), requires that the announcement be issued no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date. Any announcement will also comply with the
Listing and Issuing Rules of Amsterdam Exchanges N.V. and the SER-Besluit
Fusiegedragsregels 1975.
Offeror reserves the right to transfer or assign, in whole or from time
to time in part, to a wholly owned subsidiary of Parent, the right to make the
Offer and/or to purchase Shares tendered pursuant to the Offer, but any such
transfer or assignment will not relieve Offeror of its obligations under the
Offer and will in no way prejudice the rights of tendering shareholders to
receive payment for Shares validly tendered and accepted for payment pursuant to
the Offer.
Tenders of Shares made pursuant to the Offer are irrevocable, except
that tenders of Shares pursuant to the Offer may be withdrawn at any time on or
prior to the Expiration Date and, unless theretofore accepted by Offeror
pursuant to the Offer, may also be withdrawn at any time after August 13, 2000
(or such later date as may apply if the Offer is extended), in each case to the
fullest extent permitted by the U.S. Exchange Act and the rules and regulations
promulgated thereunder and applicable Dutch law and according to the procedures
described in the Offer to Purchase. For a withdrawal of a tender of U.S.
Registered Shares to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the U.S. Depositary
at one of its addresses set forth on the back cover of the Offer to Purchase.
Any notice of withdrawal must specify the name of the person who tendered the
Shares for which the tender is to be withdrawn, the number of Shares for which
the tender is to be withdrawn and the name of the registered holder of the
Shares to be withdrawn, if different from the name of the person who tendered
the Shares. If certificates for Shares have been delivered or otherwise
identified to the U.S. Depositary, then, prior to the physical release of such
certificates, the serial numbers shown on such certificates must be submitted to
the U.S. Depositary and, unless such Shares have been tendered by an Eligible
Institution (as defined in the Offer to Purchase), the signatures on the notice
of withdrawal must be guaranteed by an Eligible Institution. If Shares have been
tendered pursuant to the procedures for book-entry transfer set forth in the
Offer to Purchase, any notice of withdrawal must specify the name and number of
the account at The Depository Trust Company to be credited with the Shares for
which the tender is to be withdrawn, in which case a notice of withdrawal will
be effective if delivered to the U.S. Depositary by any method described in the
second sentence of this paragraph. For the procedures for the withdrawal of a
tender of Dutch Shares refer to the section of the Offer to Purchase entitled
"Withdrawal Rights--For Holders of Dutch Shares". All questions as to the form
and validity (including time of receipt) of notices of withdrawal will be
determined by Offeror, in its sole discretion, whose determination will be final
and binding. Any Shares for which the tender has been properly withdrawn will
thereafter be deemed not to have been validly tendered for the purposes of the
Offer. Shares for which the tender has been at any time withdrawn on or prior to
the Expiration Date may be retendered on or prior to the Expiration Date by
following the procedures described under "Procedure for Tendering Shares" in the
Offer to Purchase.
The information required to be disclosed by Rule 14d-6(d)(1) of the
General Rules and Regulations under the U.S. Exchange Act is contained in the
Offer to Purchase and is incorporated therein by reference.
Offeror may, subject to certain conditions, provide a subsequent
offering period of from three business days to 20 business days in length
following the purchase of Shares on the Expiration Date (the "Subsequent
Offering Period"). Offeror currently intends to provide a Subsequent Offering
Period of at least three business days and, if Offeror owns less than 95% of the
outstanding Shares following expiration of the initial Offering Period and the
purchase of all Shares tendered pursuant to the Offer during that period and the
first three business days of the Subsequent Offering Period, Offeror will extend
the Subsequent Offering Period until the earlier of (i) 20 business days after
the Expiration Date and (ii) the time at which Parent, Offeror and their
subsidiaries become the owners of at least 95% of the outstanding Shares so that
a Statutory Buy Out Procedure can be effected. A Subsequent Offering Period is
an additional period of time, following the expiration of the Offer and the
purchase of Shares in the Offer during which shareholders may tender Shares that
had not been previously purchased in the Offer. A Subsequent Offering Period is
not an extension of the Offer, which already will have been completed.
To the extent possible, the Company is providing Offeror with its list
of shareholders and security position listings for the purpose of disseminating
the Offer to holders of Shares. The Offer to Purchase and the related Letter of
Transmittal and other relevant materials will be mailed by Offeror to record
holders of Shares and will be furnished by Offeror to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the shareholders list or, if applicable, who are
listed as participants in a clearing agency's security position listing, for
subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BY SUCH HOLDERS OF SHARES
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
Questions and requests for assistance or for copies of the Offer to Purchase,
the related Letter of Transmittal, the Notice of Guaranteed Delivery or other
related materials may be directed to the Information Agent at its address and
telephone number set forth below, and copies will be furnished promptly at
Offeror's expense. Except as set forth in the section of the Offer to Purchase
entitled "Fees and Expenses," neither Offeror nor Parent will pay any fees or
commissions to any broker or dealer or other person in connection with the
solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, banks
and trust companies will be reimbursed by Offeror upon request for customary
mailing and handling expenses incurred by them in forwarding material to their
customers.
The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005-4495
In the United States and Canada Call Toll Free: (800) 848-3409
All Others Call Collect: (212) 269-5550
June 14, 2000
