Exhibit 99.1
Monday, August 28, 2000
BAAN COMPANY N.V. ANNOUNCES OFFER TO REPURCHASE
BARNEVELD, The Netherlands and HERNDON, Virginia, Aug. 28 /PRNewswire/ --
Baan Company N.V. (Amsterdam: BAAN; Nasdaq: BAANF), announced today that it
has commenced an offer to repurchase any and all of its outstanding 4.5%
Convertible Subordinated Notes due 2001 at a repurchase price of U.S.
$229.00 per U.S. $1,000.00 principal amount, plus accrued and unpaid
interest. The offer and the repurchase price are required under the terms
of the indenture related to the notes. The repurchase price is calculated
using a formula contained in the indenture, which formula calculates the
price based, in part, on the euro 2.85 per share price paid in the recent
tender offer for Baan's common shares by Invensys Holdings Limited. Because
Baan believes that the repurchase price is substantially below the fair
market value of the Notes, it expects that few or no notes will be tendered
in the offer. In connection with the Invensys Holdings tender offer Baan
and Baan Software B.V. entered into an asset sale agreement with Invensys
Holdings Limited and Invensys p1c, pursuant to which the Baan and Baan
Software B.V. have agreed to sell Invensys Holdings Limited all of their
assets and Invensys Holdings Limited has agreed that upon such sale, to
enter into a supplemental indenture to assume all of the liabilities of the
Company and Baan Software B.V., including the obligations of the Company
under the Offer and with respect to the Notes and the Indenture.
The definitive terms of the offer are set forth in the offer to purchase;
noteholders may obtain copies of the offer to repurchase from HSBC Bank
USA, the U.S. Paying Agent for the offer, by calling (212) 658-6433 or ABN
AMRO Bank N.V., the Dutch Paying Agent for the offer, by calling
0765799482.
About Baan Company
Founded in 1978, Baan Company (Amsterdam: BAAN; Nasdaq: BAANF) 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 organisation'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.
