BAAN CO N V, SC TO-T/A, EX-99.(A)(5)(II), 2000-07-19

BAAN CO N V
SC TO-T/A, EX-99.(A)(5)(II), 2000-07-19
PREPACKAGED SOFTWARE

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                                                          Exhibit (a)(5)(ii)

                         INVENSYS ADVERTISEMENT TO
                      BE PUBLISHED IN THE NETHERLANDS
                           FROM JULY 18TH ONWARDS

Dear Baan Shareholders,

You have [x] days left to accept Invensys' Offer for Baan Company N.V.

The Offer has already been  recommended by Baan's  Management  Board and is
supported by Baan's employees and major customers.

Now we need your support.

Accept  the  Offer  without  delay  and help us save  jobs  and  keep  Baan
technology working for customers.

Invensys has extended its Offer until 3.00pm Tuesday 25th July, 2000.