<PAGE> 1
LETTER OF TRANSMITTAL
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
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 3:00 P.M. AMSTERDAM
TIME (9:00 A.M., NEW YORK CITY TIME), ON THURSDAY, JULY 13, 2000,
UNLESS THE OFFER IS EXTENDED.
The U.S. Depositary is:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight Mail or Courier:
c/o EquiServe Corporate c/o Securities Transfer & c/o Colbent Management
Reorganization Reporting Corporate Reorganization
P.O. Box 842007 Services, Inc. (STARS) 40 Campanelli Drive
Boston, MA 02284-2007 100 William Street, Galleria Braintree, MA 02184
New York, New York 10038
Facsimile Copy Number:
(781) 575-4826
For Confirmation Telephone:
(781) 575-4816
</TABLE>
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 LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU
MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED
BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
<PAGE> 2
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by holders of shares, par
value NLG 0.06 per share ("Shares"), of Baan Company N.V., a corporation
organized under the laws of The Netherlands ("Baan" or the "Company"), either
(i) if certificates ("Share Certificates") representing U.S. Registered Shares
(as defined in the Offer to Purchase dated June 14, 2000 (the "Offer to
Purchase")) are to be forwarded herewith or (ii) unless an Agent's Message (as
defined in the Offer to Purchase) is utilized, if tenders of U.S. Registered
Shares are to be made by book-entry transfer into the account of Morgan Guaranty
Trust Company of New York, as U.S. Depositary (the "U.S. Depositary"), at The
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedures described under "Book-Entry Transfer" in Section 3 of the Offer to
Purchase.
Holders of U.S. Registered Shares (i) whose Share Certificates are not
immediately available, (ii) who cannot deliver their Share Certificates and all
other documents required by this Letter of Transmittal to the U.S. Depositary on
or prior to the Expiration Date (as defined in the Offer to Purchase) or (iii)
who cannot complete the procedure for delivery by book-entry transfer on a
timely basis, must tender their U.S. Registered Shares according to the
guaranteed delivery procedure described under "Guaranteed Delivery" in Section 3
of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER
FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE U.S. DEPOSITARY.
HOLDERS OF U.S. REGISTERED SHARES WILL RECEIVE ALL CASH PAYMENTS PURSUANT
TO THE OFFER IN U.S. DOLLARS UNLESS THE U.S. HOLDER ELECTS TO RECEIVE ALL SUCH
PAYMENTS IN EUROS. See Instruction 8. Shareholders tendering by book-entry
transfer who wish to receive cash payments pursuant to the Offer (as defined
below) in euros instead of U.S. dollars must submit herewith a copy of the
Agent's Message used to tender such U.S. Registered Shares. Holders of U.S.
Registered Shares who elect to receive cash payments pursuant to the Offer in
euros and who do not tender such Shares by book-entry transfer must provide the
U.S. Depositary with wire instructions for an account in The Netherlands to
which such payment may be made and have their signature on this Letter of
Transmittal guaranteed by an Eligible Institution (as defined in Instruction 1)
in accordance with the procedures described under "Signature Guarantees" in
Section 3 of the Offer to Purchase. See Instructions 1 and 8.
THIS LETTER OF TRANSMITTAL IS TO BE COMPLETED ONLY BY HOLDERS OF U.S.
REGISTERED SHARES.
2
<PAGE> 3
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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, the U.S. Registered Shares described below in the box
titled "Description of Shares Tendered," and directs that each such U.S.
Registered Share be tendered for E2.85, net to the seller, in cash, without
interest (the "Offer Price"), upon the terms and subject to the conditions set
forth in the Offer to Purchase and in this Letter of Transmittal (as any of the
foregoing may be amended or supplemented from time to time, collectively
constitute the "Offer").
Although the Offer Price is stated in euros, the undersigned understands
that the U.S. Depositary will make all cash payments for U.S. Registered Shares
tendered and accepted pursuant to the Offer in U.S. dollars based on the U.S.
dollar/euro exchange rate prevailing when funds are made available to the U.S.
Depositary unless the undersigned holder of U.S. Registered Shares elects to
receive all such payments in euros (see Instruction 8). The undersigned further
understands that Offeror reserves the right to transfer or assign, in whole or
from time to time in part, to a wholly owned subsidiary of Parent, the right to
make the Offer and/or to purchase Shares tendered pursuant to the Offer, but any
such transfer or assignment will not relieve Offeror of its obligations under
the Offer and will in no way prejudice the rights of tendering shareholders to
receive payment for Shares validly tendered and accepted for payment pursuant to
the Offer.
Subject to, and effective upon, acceptance pursuant to the Offer of the
Shares tendered herewith in accordance with the terms of the Offer, the
undersigned hereby sells, assigns and transfers to the order of Offeror, or its
permitted assigns, all right, title and interest in and to all of the Shares
that are being tendered hereby and any and all dividends or distributions
(including additional Shares) declared, paid or issued with respect to the
tendered Shares on or after January 1, 2000 and payable or distributable to the
undersigned on a date prior to the transfer to the name of Offeror or a nominee
or transferee of Offeror on the stock transfer records of Baan of the Shares
tendered herewith, and appoints the U.S. Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest in the tendered Shares) to (a) deliver the
tendered Share Certificates or transfer ownership of such Shares on the account
books maintained by the Book-Entry Transfer Facility, together in either case
with appropriate evidences of transfer, to the U.S. Depositary for the account
of Offeror, (b) present such Shares for transfer on the books of Baan and (c)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares, all in accordance with the terms and subject to the conditions
of the Offer. The undersigned authorizes and instructs you, as U.S. Depositary,
to deliver the Shares listed below and to receive on behalf of the undersigned,
in exchange for Shares the Offer Price.
The undersigned hereby irrevocably appoints each designee of Offeror as
such shareholder's attorney-in-fact and proxy, with full power of substitution,
to vote in such manner as such attorney-in-fact and proxy (or any substitute
thereof) shall deem proper in its sole discretion, and to otherwise act
(including pursuant to written consent) to the full extent of such shareholder's
rights with respect to the Shares tendered by such shareholder and accepted for
payment by Offeror (and any and all dividends, distributions, rights or other
securities issued or issuable in respect of such Shares on or after January 1,
2000). All such proxies are coupled with an interest in the tendered Shares and
are irrevocable. This appointment will be effective if, when, and only to the
extent that, Offeror accepts such Shares for payment pursuant to the Offer. Upon
such acceptance for payment, all prior proxies given by the undersigned with
respect to such Shares and other securities will, without further action, be
revoked, and no subsequent proxies may be given (and, if given, will not be
deemed effective). The designees of Offeror will, with respect to the Shares and
other securities for which the appointment is effective, be empowered to
exercise all voting and other rights of such shareholder as they in their sole
discretion may deem proper at any annual, special, adjourned or postponed
meeting of the Company's shareholders, by written consent in lieu of any such
meeting or otherwise. Offeror reserves the right to require that, in order for
Shares to be deemed validly tendered, immediately upon Offeror's acceptance for
payment of such Shares, Offeror must be able to exercise all rights (including,
without limitation, all voting rights) with respect to such Shares and receive
all dividends and distributions.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and (b) when such Shares are accepted by Offeror pursuant to the
Offer,
3
<PAGE> 4
Offeror will acquire good, marketable and unencumbered title to such Shares,
free and clear of all liens, restrictions, charges and encumbrances, and the
same will not be subject to any adverse claim. The undersigned, upon request,
will execute and deliver any additional documents deemed by the U.S. Depositary
or Offeror to be necessary or desirable to complete the sale, assignment and
transfer of the Shares tendered hereby. In addition, the undersigned shall
promptly remit and transfer to the U.S. Depositary for the account of Offeror
any distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer; and pending such remittance and subject
to applicable law, the Offeror will be entitled to all rights and privileges as
owner of any such distribution of Shares and may withhold the entire Offer Price
or deduct from the Offer Price the amount or value thereof, as may be
appropriate and equitable under the circumstances.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of any tender of Shares will be determined by Offeror,
in its sole discretion, which determination shall be final and binding on all
parties. Offeror reserves the absolute right to reject any and all tenders
determined by it not to be in proper form or the acceptance of which may, in the
opinion of its counsel, be unlawful. Except as otherwise described in the Offer
to Purchase or in the Offer Agreement (as defined in the Offer to Purchase),
Offeror also reserves the absolute right to waive any defect or irregularity in
any tender of Shares of any particular shareholder whether or not similar
defects or irregularities are waived in the case of other shareholders. None of
Offeror, the Depositaries, the Information Agent or any other person will be
under any duty to give notification of any irregularities in tenders or incur
any liability for failure to give any such notification. Offeror's
interpretation of the terms and conditions of the Offer (including this Letter
of Transmittal and the instructions herein) will be final and binding. See
"Determination of Validity" in Section 3 of the Offer to Purchase.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
tenders of Shares pursuant to the Offer may be withdrawn at any time on or prior
to the Expiration Date and, unless theretofore accepted by Offeror pursuant to
the Offer, may also be withdrawn at any time after August 13, 2000 (or such
later date as may apply if the Offer is extended), in each case to the fullest
extent permitted by the Exchange Act (as defined in the Offer to Purchase) and
the rules and regulations promulgated thereunder and applicable Dutch law and
according to the procedures described in the Offer to Purchase.
The undersigned understands that tenders of Shares pursuant to any of the
procedures described under "For Holders of U.S. Registered Shares" in Section 3
of the Offer to Purchase and in the instructions hereto will constitute a
binding agreement between the undersigned and the Offeror upon the terms and
subject to the conditions set forth in the Offer to Purchase.
Unless otherwise indicated herein under the box "Special Payment
Instructions," please (i) issue any check for payment for Shares and/or (ii)
issue or return any Share Certificate(s) not tendered or not accepted pursuant
to the Offer in the name(s) of the registered holder(s) appearing under the box
"Description of Shares Tendered." Similarly, unless otherwise indicated herein
under the box "Special Delivery Instructions," please mail (i) any check for
payment for Shares and/or (ii) any Share Certificate(s) not tendered or not
accepted pursuant to the Offer (and accompanying documents, as appropriate) to
the address(es) of the registered holder(s) appearing under the box "Description
of Shares Tendered." In the event that both the Special Delivery Instructions
and the Special Payment Instructions are completed, please (i) issue any check
for payment for Shares and/or (ii) issue or return any Share Certificate(s) not
tendered or accepted pursuant to the Offer in the name of, and deliver such
check and/or Share Certificate(s) to, the person or persons so indicated. The
undersigned acknowledges that any U.S. Registered Shares tendered herewith by
book-entry transfer that are not accepted pursuant to the Offer by crediting the
account at the Book-Entry Transfer Facility designated in the box "Description
of Shares Tendered" will be returned. The undersigned recognizes that Offeror
has no obligation, pursuant to the Special Payment Instructions, to transfer any
U.S. Registered Shares from the name(s) of the registered holder(s) thereof if
Offeror does not accept pursuant to the Offer any of the U.S. Registered Shares
so tendered.
4
<PAGE> 5
COMPLETE AND SURRENDER THIS LETTER OF TRANSMITTAL
TOGETHER WITH THE SHARE CERTIFICATES REPRESENTING
THE U.S. REGISTERED SHARES TO BE TENDERED IN
THE OFFER. SEE ATTACHED INSTRUCTIONS.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
DTC Account Number
Transaction Code Number
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Shareholder(s)
Date of Execution of Notice of Guaranteed Delivery
Window Ticket Number (if any)
Name of Institution which Guaranteed Delivery
If Delivery Is By Book-Entry Transfer, complete the following:
Name of Tendering Institution
DTC Account Number
Transaction Code Number
5
<PAGE> 6
DESCRIPTION OF SHARES TENDERED
PLEASE DESCRIBE IN THIS BOX ALL THE U.S. REGISTERED SHARES THAT YOU ARE
TENDERING. IF THERE IS NOT ENOUGH SPACE BELOW TO LIST ALL OF YOUR U.S.
REGISTERED SHARES, PLEASE ATTACH A SEPARATE SHEET. A SEPARATE LETTER OF
TRANSMITTAL MUST BE SUBMITTED FOR SHARES REGISTERED IN DIFFERENT NAMES (SEE
INSTRUCTION 5).
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST, IF NECESSARY)
------------------------------------------------------------------------------------------------------------------------
NUMBER
SHARE OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
TOTAL NUMBER
OF SHARES
------------------------------------------------------------------------------------------------------------------------
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any Share Certificates delivered to
the U.S. Depositary are being tendered. See Instruction 4.
</TABLE>
THE UNDERSIGNED TENDERS ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAME
OF THE REGISTERED HOLDER(S) THROUGH GLOBAL INVEST DIRECT.
[ ] YES [ ] NO
NOTE: IF YOU DO NOT CHECK EITHER OF THE BOXES ABOVE, UNCERTIFICATED SHARES, IF
ANY, HELD IN THE NAME OF THE REGISTERED HOLDER(S) THROUGH GLOBAL INVEST DIRECT
WILL BE DEEMED TO BE TENDERED. PARTICIPANTS IN THIS PROGRAM DO NOT NEED TO
SEND STOCK CERTIFICATES WITH RESPECT TO GLOBAL INVEST DIRECT SHARES. SEE
INSTRUCTION 14.
------------------------------------------------------------
- SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased or Share Certificates not tendered or not purchased are to be
issued in the name of someone other than the undersigned.
Issue check/Share Certificates to:
Name
----------------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------------
------------------------------------------------------------
(ZIP CODE)
------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
------------------------------------------------------------
------------------------------------------------------------
- SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased or Share Certificates not tendered or not purchased are to be
mailed to someone other than the undersigned or to the undersigned at an
address other than that shown below the undersigned's signature(s).
Mail check/Share Certificates to:
Name
----------------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------------
------------------------------------------------------------
(ZIP CODE)
------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
------------------------------------------------------------
6
<PAGE> 7
SPECIAL CURRENCY INSTRUCTIONS
(SEE INSTRUCTION 8)
[ ] PAYMENT IN EUROS. Check this box if you wish to receive cash payments
pursuant to the Offer in euros instead of U.S. dollars. MAKE NO MARK IN
THIS BOX IF YOU WISH TO RECEIVE PAYMENTS PURSUANT TO THE OFFER IN U.S.
DOLLARS. Shareholders who are tendering U.S. Registered Shares (as defined
in the Offer to Purchase) by book-entry transfer and who wish to receive
cash payment pursuant to the Offer in euros instead of U.S. dollars must
submit herewith a copy of the Agent's Message used to tender such U.S.
Registered Shares. Holders of U.S. Registered Shares who elect to receive
cash payments pursuant to the Offer in euros and who do not tender such
Shares by book-entry transfer must provide the U.S. Depositary with wire
instructions for an account in The Netherlands to which such payment may be
made and have their signatures on this Letter of Transmittal guaranteed by
an Eligible Institution. See Instructions 1 and 8.
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(U.S. REGISTERED SHAREHOLDERS NOT TENDERING BY BOOK ENTRY DELIVERY WHO WISH
TO HAVE THEIR CASH PAYMENT MADE IN EUROS INSTEAD OF U.S. DOLLARS SHOULD
PROVIDE WIRE INSTRUCTIONS HERE.)
7
<PAGE> 8
ALL HOLDERS OF U.S. REGISTERED SHARES
PLEASE SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
SEE INSTRUCTION 5
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
Name(s) ------------------------------------------------------------------------
--------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
-----------------------------------------------------------------
Address-------------------------------------------------------------------------
--------------------------------------------------------------------------------
(ZIP CODE)
Area Code and Telephone Number
-----------------------------------------------------
Taxpayer Identification Number or Social Security Number
--------------------------------------
(SEE SUBSTITUTE FORM W-9)
Dated:
--------------------------- , 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificate(s) or on a security position listing or by the person(s) authorized
to become registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature(s)
-------------------------------------------------------------
Name --------------------------------------------------------------------------
--------------------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm
---------------------------------------------------------------------
Address-------------------------------------------------------------------------
--------------------------------------------------------------------------------
(ZIP CODE)
Area Code and Telephone Number
-----------------------------------------------------
Dated:
--------------------------- , 2000
8
<PAGE> 9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Signatures on Letters of Transmittal must be
guaranteed by a firm that is a member in good standing of the Securities
Transfer Agents Medallion Program, or by any other firm that is a bank, broker,
dealer, credit union or savings association (each of the foregoing being
referred to as an "Eligible Institution," and, collectively, as "Eligible
Institutions"), except in cases where U.S. Registered Shares are tendered (i) by
a registered holder of such U.S. Registered Shares who has not completed either
the box labeled "Special Payment Instructions" or the box labeled "Special
Delivery Instructions" on this Letter of Transmittal or (ii) for the account of
an Eligible Institution. See Instruction 5. In addition, any holder completing
the box labeled "Special Currency Instructions" and not tendering such holder's
Shares by book-entry transfer must have its signature guaranteed by an Eligible
Institution. See Instruction 8.
If the Share Certificates evidencing tendered U.S. Registered Shares are
registered in the name of a person other than the signer of this Letter of
Transmittal, or if payment is to be made, or Share Certificates not accepted
pursuant to the Offer or not tendered are to be returned, to a person other than
the registered holder(s), the Share Certificates must be endorsed or accompanied
by appropriate stock powers, signed exactly as the name(s) of the registered
holder(s) appear on such Share Certificates, with the signature(s) on such Share
Certificates or stock powers guaranteed as aforesaid. See Instruction 5.
If Share Certificates evidencing tendered U.S. Registered Shares are
forwarded separately to the U.S. Depositary, a properly completed and duly
executed copy of this Letter of Transmittal (or a facsimile thereof) must
accompany each such delivery.
2. Requirements of Tender. This Letter of Transmittal is to be completed
by shareholders either (i) if Share Certificates are to be forwarded herewith or
(ii) unless an Agent's Message is utilized, if tenders of U.S. Registered Shares
are to be made pursuant to the procedure for tender by book-entry transfer set
forth under "Book-Entry Transfer" in Section 3 of the Offer to Purchase. Share
Certificates evidencing tendered U.S. Registered Shares, or timely confirmation
(a "Book-Entry Confirmation") of a book-entry transfer of U.S. Registered Shares
into the U.S. Depositary's account at the Book-Entry Transfer Facility, as well
as this Letter of Transmittal, properly completed and duly executed, together
with any required signature guarantees, or an Agent's Message in connection with
a book-entry delivery of U.S. Registered Shares, and any other documents
required by this Letter of Transmittal (or a facsimile hereof), must be received
by the U.S. Depositary at one of its addresses set forth herein on or prior to
the Expiration Date. Shareholders whose Share Certificates are not immediately
available or who cannot deliver their Share Certificates and all other required
documents to the U.S. Depositary on or prior to the Expiration Date or who
cannot complete the procedure for delivery by book-entry transfer on a timely
basis must tender their U.S. Registered Shares by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedure described under "Guaranteed Delivery" in Section 3 of the Offer to
Purchase. Pursuant to such procedure: (i) such tender must be made by or through
an Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by Offeror, must
be received by the U.S. Depositary on or prior to the Expiration Date; and (iii)
the Share Certificates (or a Book-Entry Confirmation) representing all tendered
U.S. Registered Shares, in proper form for transfer, in each case together with
this Letter of Transmittal (or a facsimile hereof), properly completed and duly
executed, with any required signature guarantees (or, in the case of a
book-entry delivery, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the U.S. Depositary within three
Nasdaq/NMS trading days after the date of execution of such Notice of Guaranteed
Delivery, all as set forth under "Guaranteed Delivery" in Section 3 of the Offer
to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE U.S.
DEPOSITARY (INCLUDING, IN THE CASE OF TRANSFER BY BOOK-ENTRY, BY BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. All
tendering shareholders, by execution of this Letter of Transmittal, waive any
right to receive any notice of the acceptance of their U.S. Registered Shares
pursuant to the Offer.
9
<PAGE> 10
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of U.S. Registered Shares and any other
required information should be listed on a separate signed schedule attached
hereto.
4. Partial Tenders (Not applicable to shareholders tendering by book-entry
transfer). If fewer than all the U.S. Registered Shares evidenced by any Share
Certificate submitted are to be tendered, fill in the number of U.S. Registered
Shares which are to be tendered in the box labeled "Number of Shares Tendered."
In such case, new Share Certificates for the U.S. Registered Shares that were
evidenced by your old Share Certificates, but were not tendered by you, will be
sent to you, unless otherwise provided in the appropriate box labeled "Special
Payment Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All U.S.
Registered Shares represented by Share Certificates delivered to the U.S.
Depositary will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the U.S.
Registered Shares tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the Share Certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the U.S. Registered Shares tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered U.S. Registered Shares are registered in different
names on several Share Certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are different
registrations of Share Certificates.
If this Letter of Transmittal or any Share Certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to Offeror of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
U.S. Registered Shares listed and transmitted hereby, no endorsements of Share
Certificates or separate stock powers are required unless payment is to be made
to or certificates for U.S. Registered Shares not tendered or not accepted
pursuant to the Offer are to be issued or returned in the name of a person other
than the registered holder(s). Signatures on such Share Certificates or stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Share Certificate(s) listed, the Share
Certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear on
the Share Certificate(s). Signatures on such Share Certificates or stock powers
must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Offeror will pay any stock transfer taxes with respect to the transfer and
sale of U.S. Registered Shares to it or its permitted assigns or its or their
order pursuant to the Offer. If, however, payment made pursuant to the Offer is
to be made to, or if Share Certificate(s) for U.S. Registered Shares not
tendered or accepted pursuant to the Offer are to be registered in the name of,
any person other than the registered holder(s) of the tendered U.S. Registered
Shares, or if tendered Share Certificate(s) are registered in the name of any
person other than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered holder(s) or such
other person) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such
taxes or an exemption therefrom is submitted.
Except as otherwise provided in this Instruction 6, it will not be
necessary for transfer tax stamps to be affixed to the Share Certificate(s)
listed in this Letter of Transmittal.
7. Special Payment and Delivery Instructions. If (i) a check is to be
issued in the name of (ii) payments for U.S. Registered Shares tendered pursuant
hereto are to be issued to, and/or (iii) Share Certificates not tendered or not
accepted pursuant to the Offer are to be issued or returned to, a person other
than the signer of this Letter of Transmittal or if a check and/or such Share
Certificates are to be returned to a person other than the person(s) signing
this Letter of Transmittal or to an address other than that shown in this Letter
of Transmittal, the appropriate boxes on this Letter of
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Transmittal must be completed. U.S. Registered Shares not accepted pursuant to
the Offer will be returned by crediting the appropriate account at the
Book-Entry Transfer Facility.
8. Special Currency Instructions. Although the Offer Price is stated in
euros, the U.S. Depositary will make payments for U.S. Registered Shares
tendered and accepted pursuant to the Offer in U.S. dollars based on the U.S.
dollar/euro exchange rate prevailing when funds are made available to the U.S.
Depositary, unless holders of U.S. Registered Shares elect to receive all such
payments in euros. Holders of U.S. Registered Shares who tender U.S. Registered
Shares by book-entry transfer and who wish to receive cash payments pursuant to
the Offer in euros instead of U.S. dollars must submit with this Letter of
Transmittal a copy of the Agent's Message used to tender such U.S. Registered
Shares. Holders of U.S. Registered Shares who elect to receive cash payments
pursuant to the Offer in euros and who do not tender such Shares by book-entry
transfer must provide the U.S. Depositary with wire instructions for an account
in The Netherlands to which such payment may be made and have their signatures
on this Letter of Transmittal guaranteed by an Eligible Institution. See
Instructions 1 and 8.
For holders who tender U.S. Registered Shares pursuant to the Offer, and do
not opt to receive cash payments in euros, all cash payable to such holders will
be converted, without charge, from euros to U.S. dollars at the exchange rate
prevailing when funds are made available by Offeror to the U.S. Depositary for
delivery in respect of the applicable U.S. Registered Shares.
THE ACTUAL AMOUNT OF U.S. DOLLARS RECEIVED WILL DEPEND UPON THE U.S.
DOLLAR/EURO EXCHANGE RATE PREVAILING ON THE DATE ON WHICH FUNDS ARE MADE
AVAILABLE TO THE U.S. DEPOSITARY BY OFFEROR. HOLDERS OF U.S. REGISTERED SHARES
SHOULD BE AWARE THAT THE EXCHANGE RATE THAT IS PREVAILING ON THE DATE ON WHICH
SUCH HOLDER EXECUTES THIS LETTER OF TRANSMITTAL AND ON THE DATE OF DISPATCH OF
PAYMENT MAY BE DIFFERENT FROM THAT PREVAILING ON THE DATE ON WHICH FUNDS ARE
MADE AVAILABLE TO THE U.S. DEPOSITARY BY OFFEROR. See "Exchange Rates" in
Section 8 of the Offer to Purchase for historical information regarding the U.S.
dollar/euro exchange rates. In all cases, fluctuations in the U.S. dollar/euro
exchange rate are at the risk of tendering holders of U.S. Registered Shares who
do not elect to receive their cash payments in euros. Such currency exchange
will be effected by Offeror or the U.S. Depositary on behalf of each requesting
holder of U.S. Registered Shares and Offeror shall have no responsibility or
obligation with respect to any such currency exchange effected by the U.S.
Depositary.
9. Waiver Of Conditions. The conditions of the Offer may be waived by
Offeror from time to time in accordance with, and subject to the limitations
described in, the Offer to Purchase. See "Certain Conditions to the Offer" in
Section 14 of the Offer to Purchase.
10. 31% Backup Withholding; Substitute Form W-9. Under U.S. federal income
tax law, a shareholder whose tendered U.S. Registered Shares are accepted
pursuant to the Offer is required to provide the U.S. Depositary with such
shareholder's correct taxpayer identification number ("TIN") (or certify that
such taxpayer is awaiting a TIN) and provide certain other information by
completing the Substitute Form W-9 below. Failure to complete the Substitute
Form W-9 will not by itself cause U.S. Registered Shares to be deemed invalidly
tendered. If, however, the U.S. Depositary is not provided with the correct TIN,
the Internal Revenue Service may subject the shareholder or other payee to a $50
penalty. In addition, payments that are made to such shareholder or other payee
with respect to U.S. Registered Shares purchased pursuant to the Offer may be
subject to 31% backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the shareholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the U.S. Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for more
instructions.
If backup withholding applies, the U.S. Depositary is required to withhold
31% of any payments made to the shareholder or other payee. Backup withholding
is not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service, provided that the appropriate information is furnished to the
Internal Revenue Service.
If the tendering shareholder has not been issued a TIN and has applied for
a TIN or intends to apply for a TIN in the near future and so indicates on the
Substitute Form W-9, the U.S. Depositary will retain 31% of all payments made
prior
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to the time a properly certified TIN is provided to the U.S. Depositary. If the
shareholder properly certifies its TIN to the U.S. Depositary within 60 days of
the date of the Substitute Form W-9, the U.S. Depositary will remit such amount
retained to the shareholder and no further amounts will be retained or withheld
from any payment made to the shareholder thereafter. If, however, the
shareholder has not properly certified its TIN to the U.S. Depositary within
such 60-day period, the U.S. Depositary will remit such previously retained
amount to the Internal Revenue Service as backup withholding.
The shareholder is required to give the U.S. Depositary the TIN (e.g.,
social security number or employer identification number) of the registered
holder of the U.S. Registered Shares or of the last transferee appearing on the
transfers attached to, or endorsed on, the U.S. Registered Shares unless payment
is to be made to a beneficial owner other than the registered holder pursuant to
"Special Payment Instructions" or "Special Delivery Instructions." In such a
case, backup withholding will apply unless such beneficial owner, rather than
the registered holder, completes the Substitute Form W-9. If the U.S. Registered
Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
11. Requests for Assistance or Additional Copies. Questions or requests
for assistance may be directed to the Information Agent at its address and
telephone number set forth in this Letter of Transmittal. Additional copies of
the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed
Delivery may also be obtained from the Information Agent or from brokers,
dealers, commercial banks or trust companies.
12. Lost, Destroyed or Stolen Certificates. If any Share Certificate has
been lost, destroyed or stolen, the shareholder should promptly notify the U.S.
Depositary. The shareholder will then be instructed as to the steps that must be
taken in order to replace such Share Certificate. This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost,
destroyed or stolen Share Certificates have been followed.
13. Correction of or Change in Name. For a correction of name or for a
change in name which in either case does not involve a change of ownership,
proceed as follows: (i) for a change of name, by marriage, etc., the surrendered
Share Certificate(s) should be endorsed, e.g., "Mary Doe, now by marriage Mrs.
Mary Jones," with the signature guaranteed by an Eligible Institution; and (ii)
for a correction in name, the surrendered Share Certificate(s) should be
endorsed, e.g., "James E. Brown, incorrectly inscribed as J.E. Brown," with the
signature guaranteed by an Eligible Institution. See Instruction 1.
14. Global Invest Direct Plan Participants. If you are a participant in
the Baan Global Invest Direct Plan (the "GID"), you must so indicate by checking
the box headed "Global Invest Direct Plan Participants" above. Participants in
the GID do not need to send Share Certificates for Shares held through the GID
or a Notice of Guaranteed Delivery. By sending in this Letter of Transmittal and
indicating you are a participant in the GID, you authorize the transfer agent
for the Shares (i) to place a stop against the aforementioned number of shares
held in the GID pending the passing of the Expiration Date or the undersigned's
withdrawal of tender and (ii) to follow the directions for delivery to the U.S.
Depositary following the Expiration Date.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH
SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY
ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered U.S. Registered
Shares are accepted for payment is required to provide the U.S. Depositary with
such shareholder's correct TIN on the Substitute Form W-9. If such shareholder
is an individual, the TIN is such shareholder's social security number. If the
U.S. Depositary is not provided with the correct TIN, the shareholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such shareholder with respect to U.S. Registered
Shares purchased pursuant to the Offer may be subject to backup withholding.
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Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that shareholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements may be
obtained from the U.S. Depositary. All exempt recipients (including foreign
persons wishing to qualify as exempt recipients) should see the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If backup withholding applies, the U.S. Depositary is required to withhold
31% of any payments made to the shareholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If backup withholding
results in an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income tax withholding on payments that are made
to a shareholder with respect to U.S. Registered Shares purchased pursuant to
the Offer, the shareholder is required to notify the U.S. Depositary of such
shareholder's correct TIN by completing the form certifying that the TIN
provided on the Substitute Form W-9 is correct.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the U.S. Depositary the social security
number or employer identification number of the registered holder of the U.S.
Registered Shares. If the U.S. Registered Shares are in more than one name or
are not in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidelines on which number to report.
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<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS (SEE INSTRUCTION 10)
---------------------------------------------------------------------------------------------------------------
Name:
---------------------------------------------------------------------------------------------------------------
Address:
---------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Check Appropriate Box:
Individual [
] Corporation [ ]
Partnership [
] Other(specify) [ ]
-----------------
---------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN IN THE
FORMW-9 BOX AT THE RIGHT AND CERTIFY BY SIGNING TIN: -----------------------
AND DATING BELOW. Social Security Number
or Taxpayer
Identification Number
----------------------------------------------------------------------------
DEPARTMENT OF THE
TREASURY, INTERNAL PART II--For Payees exempt from backup withholding, see the enclosed
REVENUE SERVICE Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 and complete as instructed therein
--------------------------------------------------------------------------
PAYOR'S REQUEST FOR
TAXPAYER IDENTIFICATION Certification--Under penalties of perjury, I certify that:
NUMBER ("TIN")
AND CERTIFICATION (1) The number shown on this form is my correct TIN (or I am waiting for a
number to be issued to me); and
(2) I am not subject to backup withholding because (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the
IRS has notified me that I am no longer subject to backup withholding
--------------------------------------------------------------------------
SIGNATURE: _______________________________________ DATE: ____________
---------------------------------------------------------------------------------------------------------------
</TABLE>
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding, you received
another notification from the IRS that you were no longer subject to backup
withholding, do not cross out item (2). (Also see the instructions in the
enclosed Guidelines).
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
15
