Schedule TO Exhibit (a)(5)(i)
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
