Schedule TO Exhibit (a)(5)(ii)
VERTALING PERSBERICHT
INVENSYS HONOURS ITS PUBLIC OFFER FOR ALL OUTSTANDING
BAAN COMPANY N.V. COMMON SHARES.
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HONOURING OF THE BID
In reference to the offer to purchase document (biedingsbericht) of 14 June
2000, Invensys plc announces that it will honour its bid for all common
shares in the capital of Baan Company N.V. with a par value of NLG 0,06 for
each share. The tendered common shares in Baan now amount to 126 million,
together with the participation that Invensys plc already has in Baan
Company N.V., this represents about 72% of the shares in issue in Baan
Company N.V.
Holders of Baan Company N.V. Shares, who accepted the offer, will receive
EUR 2,85 in cash for each offered Baan Company N.V. Share.
SUBSEQUENT OFFERING PERIOD (NA-AANMELDINGSTERMIJN)
Invensys plc will provide the holders of common shares Baan Company N.V.
the opportunity to tender the shares which have not yet been offered until
29 August 2000, 6 p.m. Dutch time for the same price as mentioned above and
in the same way as stated in the offer to purchase document. Payment will
be made on the third business day after the subsequent offering period has
lapsed. Holders of Shares Baan Company N.V. who have offered their shares
during the subsequent offering period in pursuant to the Bid, are no longer
authorised to withdraw their offer.
SUBSEQUENT OFFERING
Shareholders of Baan Company N.V. who hold their Shares via a bank or a
broker must offer their shares not later than 29 August 2000 at 6 p.m. via
their bank or broker to ABN AMRO (acting in this transaction solely as
'Exchange Agent' or 'Receiving Agent'), Herengracht 595, in Amsterdam.
ADMITTED INSTITUTIONS TO THE AEX
Admitted Institutions to the AEX-Stock Exchange ("ADMITTED INSTITUTIONS")
can only offer Shares in writing. By offering shares the Admitted
Institutions declare to hold the offered documents and to undertake the
transfer of the tendered Shares. Invensys will compensate the Admitted
Institutions a commission in accordance with Annex II of the Admitted
Institutions to the AEX-Stock Exchange Rules (Reglement Toegelaten
Instellingen AEX-Effectenbeurs), with a maximum of EUR 15.000 for each
deposit (depot).
OFFER TO PURCHASE DOCUMENT
The English offer to purchase document, including the complete conditions
of the Bid, the Dutch summary and a list with Questions and Answers, is
freely obtainable at the ABN AMRO, Securities Department (Afdeling
Effectenloket) AF 0554, Herengracht 595 in Amsterdam (telephone 020-628 33
20, fax 020-628 36 46).
RESTRICTIONS
The Bid and the distribution and the publications of the offer to purchase
document can be subject to legal restrictions in some jurisdictions.
Anyone who is in the possession of the offer to purchase document should
inform himself of such restrictions and must comply with these
restrictions. Invensys plc, Baan Company N.V. and ABN AMRO N.V. do not
accept any liability for any violation of any restriction by anyone.
Amsterdam, 2 August 2000
