Exhibit (w)
Friday 18th August 2000
For immediate release
Baan Company N.V. announces Results of EGM
At today's EGM, shareholders of Baan Company NV overwhelmingly approved the sale
of all of the company's business and assets to a subsidiary of Invensys plc.
Invensys will also assume all of Baan's liabilities. The parties expect to
complete the sale in September 2000.
Following the sale, Baan will be liquidated, a process which could take up to 12
months. Upon liquidation, remaining Baan shareholders will receive a gross
distribution (without interest) of Euro 2.85 per share. It is not expected that
the distribution will be made prior to January 1, 2001. Shareholders are advised
to consult their own tax advisors concerning the tax consequences of the
liquidation distribution.
On 31 May 2000, Invensys announced it was making a recommended offer to acquire
all of Baan's outstanding shares at an offer price of Euro 2.85 per share. At
the close of that offer on 1 August 2000, Invensys had received acceptances of,
or had otherwise acquired, approximately 72% of Baan's outstanding shares.
Invensys is currently providing Baan shareholders a Subsequent Offering Period
during which Invensys will continue to purchase tendered shares at the Euro 2.85
per share price. The Subsequent Offer Period is scheduled to close on 29 August
2000 (6.00pm Amsterdam time; 12.00pm New York City time). Shareholders who wish
to receive their Euro 2.85 per share prior to the implementation of the
liquidation plan are advised to consider tendering their shares during this
current Subsequent Offer Period. The same tender procedures described in the
offer document will apply, except that shares tendered during this period will
not have withdrawal rights. Invensys will pay for such purchases within 3
business days after the expiration of the Subsequent Offer Period.
Allen Yurko, chief executive of Invensys plc, said: "The restructuring of Baan
has already begun. Baan's customers and employees can be totally confident that
the future of the business is now secure. Invensys will restore Baan's
leadership position in industrial and commercial software solutions."
For further information:
Ben Brewerton, Brunswick 020 7404 5959
