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NOTICE OF GUARANTEED DELIVERY
TO TENDER ALL OUTSTANDING COMMON SHARES
OF
BAAN COMPANY N.V.
PURSUANT TO THE OFFER TO PURCHASE
DATED JUNE 14, 2000
AT
E2.85 NET PER SHARE
BY
INVENSYS HOLDINGS LIMITED
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
INVENSYS PLC
As set forth under "Guaranteed Delivery" in Section 3 of the Offer to
Purchase described below, this instrument or one substantially equivalent hereto
must be used to accept the Offer (as defined below) if certificates for U.S.
Registered Shares (as defined in the Offer to Purchase) are not immediately
available or the certificates for U.S. Registered Shares and all other required
documents cannot be delivered to Morgan Guaranty Trust Company of New York (the
"U.S. Depositary") on or prior to the Expiration Date (as defined in the Offer
to Purchase) or if the procedure for delivery by book-entry transfer cannot be
completed on a timely basis. This instrument may be delivered by hand or mailed
to the U.S. Depositary.
The U.S. Depositary is:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
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By Mail: By Hand: By Overnight Mail or Courier:
c/o EquiServe Corporate c/o Securities Transfer & Reporting c/o Colbent Management
Reorganization Services, Inc. (STARS) Corporate Reorganization
P.O. Box 842007 100 William Street, Galleria 40 Campanelli Drive
Boston, MA 02284-2007 New York, New York 10038 Braintree, MA 02184
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Facsimile Copy Number:
(781) 575-4826
For Confirmation Telephone:
(781) 575-4816
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
For Information Telephone:
In the U.S. and Canada Call Toll Free: (800) 848-3409
All Others Call Collect: (212) 269-5550
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
(as defined in Instruction 1 of the Letter of Transmittal), such signature
guarantee must appear in the applicable space provided in the signature box in
the Letter of Transmittal.
THIS NOTICE OF GUARANTEED DELIVERY IS TO BE COMPLETED ONLY BY HOLDERS OF
U.S. REGISTERED SHARES.
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Ladies and Gentlemen:
The undersigned hereby tenders to Invensys Holdings Limited, a private
limited company organized under the laws of England and Wales ("Offeror"), or
its permitted assigns, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated June 14, 2000 (the "Offer to Purchase"), receipt of
which is hereby acknowledged, and in the related Letter of Transmittal (as any
of the foregoing may be amended or supplemented from time to time, constitute
the "Offer"), the number of issued shares indicated below, par value NLG 0.06
per share ("Shares"), of Baan Company N.V., a corporation organized under the
laws of The Netherlands, that are held in the form of U.S. Registered Shares,
pursuant to the guaranteed delivery procedure set forth under "Guaranteed
Delivery" in Section 3 of the Offer to Purchase.
The undersigned understands that payment for U.S. Registered Shares
tendered pursuant to this Notice of Guaranteed Delivery and accepted pursuant to
the Offer will in all cases be made only after timely receipt by the U.S.
Depositary of Share certificates for (or of Book-Entry Confirmation with respect
to) such tendered U.S. Registered Shares, a properly completed and duly executed
Letter of Transmittal, together with any required signature guarantees, or, in
the case of a book-entry delivery, an Agent's Message, and any other documents
required by the Letter of Transmittal. Accordingly, payment for tendered U.S.
Registered Shares might not be made to all tendering shareholders at the same
time, and will depend upon when Share certificates, or Book-Entry Confirmations
of such tendered Shares, and such other documents are actually received by the
U.S. Depositary.
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Signature(s)
Name(s) of Record Holders
-------------------- Address(es)
-------------------------------------
------------------------------------------ ------------------------------------------
(PLEASE TYPE OR PRINT) ZIP CODE
Number of Shares
------------------------------ Area Code and Tel. No(s).
---------------------
Certificate Nos. (if available)
If Shares will be tendered by book-entry
transfer, please provide a DTC Account Number:
------------------------------------------
------------------------------------------
------------------------------------------
DTC Account Number
-------------------------
Dated
----------------------------, 2000 ------------------------------------------
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SPECIAL CURRENCY INSTRUCTIONS
(SEE INSTRUCTION 8 OF THE LETTER OF TRANSMITTAL)
[ ] PAYMENT IN EUROS. If you wish to receive cash payments pursuant to the
Offer in euros instead of U.S. dollars you must check this box and properly
complete a Letter of Transmittal with respect to the Shares tendered
hereby. IF YOU MAKE NO MARK IN THIS BOX, YOU WILL RECEIVE PAYMENTS PURSUANT
TO THE OFFER IN U.S. DOLLARS.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member in good standing of the
Securities Transfer Agents Medallion Program, or a bank, broker, dealer, credit
union or savings institution guarantees to deliver to the U.S. Depositary either
the Share Certificates evidencing all tendered U.S. Registered Shares, in proper
form for transfer, or to deliver U.S. Registered Shares pursuant to the
procedure for book-entry transfer into the U.S. Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility"), in either case
together with the Letter of Transmittal, properly completed and duly executed,
with any required signature guarantees or, in the case of a book-entry delivery,
an Agent's Message (as defined in the Offer to Purchase), and any other required
documents, all within three Nasdaq/NMS trading days after the date hereof.
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--------------------------------------------------- ---------------------------------------------------
NAME OF FIRM AUTHORIZED SIGNATURE
--------------------------------------------------- Name: -------------------------------------------
ADDRESS PLEASE TYPE OR PRINT
--------------------------------------------------- Title: --------------------------------------------
ZIP CODE Dated: , 2000
---------------------------------------------------
AREA CODE AND TEL. NO.
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NOTE: DO NOT SEND CERTIFICATES FOR U.S. REGISTERED SHARES WITH THIS NOTICE.
CERTIFICATES FOR U.S. REGISTERED SHARES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
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