Exhibit (h)
Baan Company Announcement
Date: 14/07/00
To: All Baan Employees
From: Pierre Everaert
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Update from Pierre Everaert: Invensys offer extended to July 25, 2000
Dear Colleagues
As most of you are aware, today marked the scheduled closing date for Baan
shareholders to tender their shares in support of the Invensys plc offer
to acquire the outstanding share capital of the Company for 2.85 Euro per
share. You will also remember that one of the conditions of the offer
closing was that 95% of Baan's issued and outstanding shares must be
tendered in support of the offer.
33% of the shares in the open market have been tendered as of the end of
Thursday, 13 July 2000; in addition, Invensys already owns 25% of the
share capital as a result of their recent buying of shares on the open
market. So, nearly 60% of Baan shares are now owned by Invensys or were
tendered.
Invensys is today issuing a press release announcing that it is not yet
accepting the shares that have been tendered and is instead extending the
offer until 25 July 2000 to provide a brief window of opportunity for
additional shareholders to tender and satisfy the 95% closing condition.
Although extending offer periods in a merger or acquisition transaction is
not uncommon (particularly one involving a widespread and diverse
shareholder base such as Baan's), I think this extension reflects the
importance Invensys places on the 95% tender requirement.
Over the next 11 days, you can expect that Invensys and Baan will continue
to work aggressively to persuade shareholders that this offer represents
the best future for Baan and to promptly tender their shares in line with
the new date. The Management and Supervisory Boards of Baan continue to
support the Invensys offer 100%, as do our Works Councils. The offer
provides the best solution for the Company to significantly restructure
the business (a task which is unavoidable) and re-build a successful and
viable business in the enterprise applications market.
Once shareholders fully appreciate the difficult choices we face as a
Company if this offer does not close, I continue to remain optimistic that
they will tender their shares. Remember that we were in discussions with
parties for months; the Invensys offer was the best offer we received; and
it remains the only offer on the table. Indeed, no alternative offer has
been received by the Company (let alone a superior offer) since the
Invensys offer was announced May 31.
While the offer remains pending, we will continue working with the
Invensys transition team on the restructuring plan and forward-looking
business strategy, confident that shareholders who have not yet tendered
will be persuaded that this does indeed offer the best solution for Baan,
its employees, and its customers and for maximum shareholder value. I will
continue to update you on any progress.
Kind Regards
Pierre Everaert
Interim CEO
