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PUBLIC BID OUTSTANDING COMMON SHARES IN BAAN COMPANY N.V.
OFFER
On 31 May 2000 Invensys plc. has announced the terms on which it will make a
public offer ("Offer") on all outstanding shares ("Shares") with par value of
NLG 0.06 per Share in the capital of Baan Company N.V.. Invensys will make the
Offer by means of its 100% subsidiary, Invensys Holdings Limited. Shareholders
of Baan Company N.V. who accept the Offer, will receive Euro 2.85 in cash for
each tendered Share if the Offer is honoured.
TENDER PERIOD
The period during which the Shares may be tendered starts on 19 June 2000 and
expires on 13 July 2000 at 3 p.m. Netherlands time, unless the Offer is
extended.
HOW TO TENDER
Shareholders of Baan Company N.V. who hold their Shares through a bank or broker
need to tender their Shares by 13 July 2000 at 3 p.m. at the latest, unless the
Offer is extended, via their bank or broker to ABN AMRO (who acts in this
transaction solely as "Exchange Agent" or "Receiving Agent"), at Herengracht
595, Amsterdam.
HONOURING THE OFFER
As soon as possible after the termination of the period during which the Shares
may be tendered, however, not later than the fifth trading day thereafter,
Invensys will announce whether or not it will honour the Offer. All
announcements in connection with the Offer will be published as soon as possible
after the announcement in the official price list of the Amsterdam Exchanges
N.V. or in one or more national newspapers.
PAYMENT
If Invensys honours the bid, payment will take in the third day after the day it
has announced the honouring of the bid.
SEATHOLDERS
Seatholders of the Amsterdam Exchanges may tender Shares in writing only. By
tendering the seatholders declare that they have the tendered Shares in their
possession and that they undertake to transfer tendered Shares if the Offer will
be honoured. Invensys will pay a fee to the seatholders in accordance with annex
II of the Regulation Seatholders AEX Stock Exchanges, with a maximum of Euro
15,000 for each deposit.
OFFER MEMORANDUM
The English offer memorandum that contains all conditions to the Offer as well
as a Dutch summary thereof, are expected to be available as from or about 19
June 2000 at ABN AMRO,
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Securities Department AF 0554, at Herengracht 595 in Amsterdam (telephone
020-628 33 20, fax 020-628 36 46).
RESTRICTIONS
The Offer and the distribution and publication of the offer memorandum may be
subject to legal restrictions in some jurisdictions. Anyone who gets possession
of an offer memorandum should make inquiries of such restrictions and should
take these into account. Invensys and Baan Company N.V. do not accept any
responsibility for any breach of such restrictions by any person or party.
Amsterdam 14 June 2000
[Logo of Invensys plc]
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