Exhibit (g)
SLIDES USED IN THE JUNE 29, 2000
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Slide 1: Extraordinary General Meeting of Shareholders
Slide 2: EGM Agenda
1. Extending time to draw up the Annual Accounts
2. Information concerning the Invensys plc tender offer
Slide 3: First Item of Business
Extending through 30 Nov. 2000 the time to draw up and make
available to the Shareholders the Annual Accounts for the Year
ended 31 Dec. 1999
Slide 4: Nature of the Request
o Significant changes Q1 in senior management:
- CEO and CFO depart, plus two other
Management Board members
- Other senior members resign or leave for
.com's
- Ripple effect throughout organization
Slide 5: Nature of the Request
o Management focused on equity/financing initiatives
and strategic alternatives
o By April, working on due diligence with possible
strategic partners
o 31 May: Invensys Agreement signed
o In June, focus on offer documents and preparing for
the EGM
Slide 6: Status of the Accounts
o Accounts are being prepared
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- no difference with the numbers announced 3
February 2000
- will be available on or by 15 July
o AGM will be called following preparation of the
accounts
Slide 7: Vote on Item 1
Extending through 30 Nov. 2000 the time to draw up and make
available to the Shareholders the Annual Accounts for the year
ended 31 Dec. 1999
Slide 8: Second Item of Business
Information concerning the Invensys plc cash tender offer
(non-voting item)
Slide 9: Topics to be Covered
I. Q1/Q2 Financial and Operating Environments
II. Strategic Discussions
III. Terms of the Offer
IV. Lazard Freres: Fairness Opinion
V. Remarks of Laurens van der Tang: President Designate
of the new Baan
VI. Closing: Pierre Everaert - Interim CEO
Slide 10: Baan Company N.V.
Slide 11: 4 Jan. 2000 Announcement
o Pre-announced Q4/year-end results
- year-end revenues down $100M ($735M in '98
to approximately $635M in '99)
o $240-250M Q4 loss including restructuring
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- asset write-downs; office closures;
headcount reduced 4%; increase in reserves
and allowances
o Resignation of CEO Mary Coleman
o Impact: Stock drops 40% from $14 at year-end to
under $8 by 12 January 2000
Slide 12: January - February 2000 Developments
o 14 January - CFO Jim Mooney resigns
o 3 February earnings announcement:
- Confirms $236M net loss and $9M shareholder
equity
o 14 Feb. AEX requires Company to give guidance on
current equity initiatives
- AEX advises no change to Baan listing
status, but equity initiatives must close
o Stock slides to $5 by March 2
Slide 13: Q1 Environment
o Customer concerns over viability:
- Continuing operating losses
- Departure of senior executives
- Declining share price
o AEX equity announcements heighten concerns
o Management must spend significant time addressing
financial and equity issues
Slide 14: Q1 2000 Initiatives
o Sale of Meta4 shares
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- $40M cash; $20M equity
o Convertible notes exchanged for equity
- raised $50.3M equity in total; reduced
long-term debt by same amount
o Sale of CODA unit
- $49M cash; $31M equity
Slide 15: Q1 2000 Initiatives (cont'd)
o Bear Stearns e150M equity line
- Baan option to put shares every two trading
days at essentially market price (subject to
e3 minimum)
- Puts of up to 10% of Baan's trading volume
on AEX over the two-day period
- 1.5M shares issued to Bear Stearns at par as
initial consideration
o Begin developing cost savings/control plan
- Focus on spin offs and savings plan, but
keep key elements of business intact
Slide 16: Management's Response
o Had taken the necessary steps to stabilize the Q1
balance sheet
o With Bear Stearns in place, had apparent ability to
maintain equity and full AEX listing through Q2 and
beyond
o Commenced aggressive cost controls
Slide 17: Q1 Earnings: 20 April
o Q1 Financial Results:
- $75M operating loss
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- $9M shareholder equity
- $161M cash and investments
o Within 8 days, share price declines 40%; trading at
under $2 by 15 May
o Declining share price and volumes render Bear Stearns
insufficient to maintain equity position
- Additional equity only under onerous
conditions and significant dilution
Slide 18: 20 April Release Significantly Changes the Environment
o Customer concerns rising -- key drivers:
- continued operating losses
- declining revenues -- in turn driven by
customers' "wait and see" attitude due to
viability concerns
- Spectre of AEX listing action
Slide 19: Additional Factors
o With Bear Stearns value declining, and other equity
costly, likely negative equity Q2
- Indeed, 6 June AEX confirms "special listing
conditions" if Invensys offer does not close
o PWC advises that, absent restructuring plan and
financing, it will include negative going concern
opinion in 1999 accounts
o Company forced to revise the proposed restructuring
plan
Slide 20: Components of revised restructuring plan (pending)
o Based on projected revenue model of $300M, down 53%
from 1999
o Consider move to almost entirely indirect sales model
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o Sale of Consulting and Education; spin off other
assets
o Significant headcount reductions
o Reduce quarterly run rate 60% from $185M to $75M
(including cuts to R&D)
Slide 21: Baan Company N.V.
Slide 22: Q1/Q2 Plan to Restore Confidence
o Through Q1 financing/equity initiatives, kept alive
goal of remaining independent
o Took immediate action to solidify the management team
and demonstrate to customers the Company was focused
on its core mission
o Retained Lazard Freres 31 January
Slide 23: Q1/Q2 Strategic Discussions
o Simultaneously, began dozens of communications with
potential long-term financial investors, customers,
partners, and potential buyers
o While looking at all possibilities, goal through Q1
was to try to maintain the Company's independence
o After 20 April -- with continued customer concerns
about viability; significant effects those concerns
were having on revenue; and need to fundamentally
restructure -- the Company became convinced a
strategic partner was the best solution
Slide 24: Strategic Alternatives
o Many discussions with potential partners; though
other than Invensys only one formal offer received
o In all cases, size of potential investments or
purchase price under discussion was significantly
less than the Invensys offer
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o Have received no offers since the 31 May Invensys
announcement
Slide 25: Who is Invensys?
o Publicly traded company (LSE: ISYS); 90,000 employees
worldwide
o Nearly $15B market capitalization (a/o 26 May 00)
o $14B in revenues; almost $1B in liquid assets
o Global company providing software, hardware, and
automation and control solutions; formed through Feb.
1999 merger of BTR and Siebe
Slide 26: Baan Company N.V.
Slide 27: Terms of Offer
o Cash tender offer:
- e2.85 per share (equivalent of $2.65 at $/e
exchange rate of 0.93 on May 31, 2000)
- Equity value of e760M (US$710M)
- Additional costs to buyer of assuming: (i)
$138M Convertible Notes due Dec. 2001; (ii)
costs of restructuring; and (iii) other
liabilities
- Offer documents filed; closing July 13
Slide 28: Unanimous Board Support
o Baan Supervisory and Management Boards unanimously
support
- All Board Members will tender their shares
o Lazard Freres opinion that the transaction is fair
from a financial point of view for the shareholders
of Baan
Slide 29: No Shop/Breakup Fee
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o No Shop provision; Supervisory Board will not solicit
new offers BUT free to consider unsolicited, superior
offers
- No offers have been received since the
Invensys announcement
o Termination (Breakup) Fee:
- If the Management and Supervisory Boards
decide to support another offer, Invensys
entitled to breakup fee
- 3% of the total purchase price (approx.
e23M)
Slide 30: Principal Conditions to Close
|X| Works Council approval (received)
|X| U.S. and EU regulatory (merger) approval (expected)
|X| No material adverse change to business beyond what
was disclosed in due diligence (not expected to be a
concern)
|_| 95% of shares must tender (open)
Slide 31: Current Status
o a/o 29 June, Invensys owns greater than 20% of Baan's
issued share capital
o Vanenburg Group (Jan/Paul Baan), General Atlantic
Partners, and Fletcher International all sold at the
offer price on May 31
- Remaining Fletcher rights ($230.5M) frozen
pending closing; due approximately $28M for
those rights by buyer at closing
o Invensys continues buying shares on AEX
Slide 32: Bean Company N.V.
Slide 33: Lazard Assignment
Retained 31 January 2000 to:
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o examine Company financial position
o help raise new equity
o review strategic options to maximize shareholder
value, including:
- strategic restructuring (stand-alone)
- divestitures
- sale of the company/merger/partnership
Slide 34: Milestones
February 2000:
- Company, with Lazard, has preliminary contacts with
potential partners, including software and technology
companies and financial investors
March 2000:
- Raise cash and equity; avoid AEX sanction
o conversion of convertible notes
o Bear Stearns
o sale of non-core assets (Meta4, Coda)
- Talks with major company on potential sale of
consulting and education businesses
Slide 35: Milestones (cont'd)
March through May 2000:
- More in depth discussions with potential partners
- Invensys due diligence process starts in April
May 2000:
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- Negotiate the terms of the Invensys offer
- Offer Agreement announced 31 May
Slide 36: Invensys Offer
o e2.85 per share (implied equity value: e760M)
- 20.4% premium over AEX average price during
May 2000
- 8.8% premium over 30 May closing price
- 126% premium over lowest price (22 May 2000)
- offer implies multiples that compare
favorably with those of comparable listed
companies (approximately 1.4 times LTM
revenues)
Slide 37: Invensys Offer (cont'd)
o By the time the offer was announced, Baan was faced
with a very challenging environment
- Shares trading at just over $1 in weeks
before the announcement
o Lazard has rendered a written opinion to the
Supervisory and Management Boards of Baan indicating
that the offer is fair to the shareholders of Baan
from a financial point of view
Slide 38: Remarks of Laurens van der Tang
President Designate of the New Baan
Slide 39: Job 1: Restoring
Customer Confidence
o Despite financial challenges, Baan continues to be
recognized as technology leader: innovation,
functionality, ease of implementation/use
o But great technology alone will not erase customer
concerns on viability
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- "wait-and-see" attitude killing top-line
revenue
o Further financial investments are not the solution;
customer confidence will return only with a strong
strategic partner like Invensys
Slide 40: Closing Remarks
Pierre Everaert
Interim CEO
Slide 41: Market Reaction
(Baan does not endorse or ratify analyst comments)
o SNS Securities (B. Siebrand): "The bid is high
enough. A lot has to be invested in the company and,
given the circumstances, it's a reasonable offer."
o Lehnman Brothers: "[We] do not believe other bidders
will emerge with higher offer; [we] see deal as best
possible solution."
o NIB Capital (Henk van de Meent): "EUR2.85 is better
than letting the deal break and [the likely
alternatives]."
o Gartner Group: "Baan is selling at or close to the
best price it could have hoped for and . . . Baan's
manufacturing customers can breathe easier given the
renewed viability of Baan's core products."
Slide 42: Stand Alone Alternative If Offer Does Not Close
o PWC likely to issue negative "going concern" opinion
in '99 audited accounts to be filed on or by 15 July
o AEX likely to impose "special listing conditions"
given negative equity position
o Growing customer concerns over viability
o Likely significant employee attrition
o Company must pursue fundamental restructuring --
cutting operations by more than half -- with
financing uncertain
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o Resume discussions with other potential partners, all
of whom had initially discussed less favorable terms
Slide 43: Conclusion
o Management and Supervisory Boards unanimously
recommend this offer
o Lazard Freres has provided a fairness opinion: the
offer is fair from a financial point of view
o Best existing alternatives
Slide 44: Extraordinary General Meeting of Shareholders
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