Iona Technologies Plc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
27 Juni 2008 - 12:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
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Definitive Proxy Statement
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(as permitted By Rule 14a-6(e)(2))
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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IONA Technologies PLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
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Form, Schedule or Registration Statement No.:
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Date Filed:
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On June 25, 2008, Christopher J. Horn, a director of IONA Technologies PLC (the Company or
IONA) posted the following blog on his website at http://chrishornat.blogspot.com/ in connection
with the announcement that the Company and Progress Software Corporation, a Massachusetts
corporation (Progress), had reached agreement on the terms of a recommended acquisition for cash
of the entire issued and to be issued share capital of the Company, whereby SPK Acquisitions
Limited, a private limited company incorporated under Irish company law and a wholly-owned
subsidiary of Progress (SPK Acquisitions), will acquire all of the issued and to be issued share
capital of the Company not already owned by Progress or its subsidiaries for cash (the Scheme) by
means of a scheme of arrangement under Section 201 of the Irish Companies Act 1963 (the Companies
Act) (the proposed acquisition by SPK Acquisitions of the Company is referred to as the
Acquisition):
This morning it seemed a very long time since February 1991 when Annrai, Sean and I started IONA.
In those very early days, one of my mentors told me that the chief responsibility of a CEO to his
staff is to improve the CV of each and every staff member during their tenure with the company.
Its a principle I tried to uphold during my two terms, and 12 years, as CEO of IONA. I certainly
dont claim a 100% success rate, but I honestly feel very privileged to have worked with each
IONAian over the years since 1991, and sincerely hope that each and every career immensely
benefited as a result. There are, and have been, wonderful people at IONA, and I cherish all those
years with unbelievable fondness. The deep experience, and the proud development of each
individuals capabilities, will be something I hope that each person can reflect upon positively
for the rest of their life.
When Software AG wrote a formal letter to the Chairman of IONA earlier this year, they triggered
under Irish corporate law a lengthy and delicate process which has eventually resulted in todays
announcement
. During the process, a large number of companies were contacted, which resulted in a
shorter list of potential bidders. These included both trade companies, and private equity houses,
who were then each invited to undertake detailed due diligence, including face to face meetings
with the executive team and myself as a major shareholder and Board member.
Ultimately, a number of formal bids were made. The IONA Board, after careful consideration and
detailed professional advice, have decided to recommend the Progress offer to our shareholders.
Many factors weighed on that decision, heavily complicated by multitude of requirements under
Irish, European and US legislation. In the thoughtful view of our Board, the Progress offer price
in cash not only makes sense for our shareholders, but also Progress have the capability to
execute (ie complete) the transaction; the acquisition should meet the requirements and
expectations of continued service and quality to our customers and partners; and, from what we as a
Board were able to discern from the character of the leadership teams of the various bidders,
Progresss values and culture appears to be the closest to our own.
I have
known
Joe Alsop
for many years. I have no doubt that he feels the same responsibility I held
when I was (twice) CEO, to improve the CV of each and every staff member during their service with
the company.
I sincerely believe that there is a wonderful opportunity in the global enterprise middleware
sector, and assuming the deal is ultimately approved later
this year I fully encourage the
combined Progress and IONA teams to (in due course) extremely aggressively compete in this vicious
market. I will watch with interest.
Important Additional Information and Where to Find It
In connection with the Acquisition and the Scheme, IONA intends to file with the Securities and
Exchange Commission and mail to its shareholders a proxy statement (comprising the scheme
document). Investors and shareholders of IONA are urged to read the proxy statement (comprising the
scheme document) and the other relevant materials when they become available because they will
contain important information about IONA, SPK Acquisitions, Progress and the proposed Acquisition
and the Scheme and related matters.
The proxy statement (comprising the scheme document) and other relevant materials (when they become
available), and any and all documents filed by IONA and Progress with the Securities and Exchange
Commission, may be obtained free of charge at the Securities and Exchange Commissions web site at
www.sec.gov
. In addition, investors and shareholders may obtain free copies of the documents filed
with the Securities and Exchange Commission by IONA by directing a written request to IONA, c/o
IONA Technologies, Inc., 200 West Street, Waltham, Massachusetts 02451, United States of America,
Attention: Investor Relations and by
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Progress by directing a written request to Progress Software Corporation, 14 Oak Park Drive,
Bedford, Massachusetts 01730, United States of America, Attention: Investor Relations.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (COMPRISING THE SCHEME DOCUMENT)
AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION WITH RESPECT TO THE PROPOSED ACQUISITION AND THE SCHEME.
IONA, SPK Acquisitions and Progress and their respective executive officers and directors may be
deemed to be participants in the solicitation of proxies from the shareholders of IONA in
connection with the Acquisition and the Scheme. Information about those executive officers and
directors of IONA and their ownership of IONA Shares is set forth in IONAs Annual Report on Form
10-K for the year ended 31 December 2007, which was filed with the Securities and Exchange
Commission on 14 March 2008, and the proxy statement for IONAs 2008 Annual General Meeting, which
was filed with the Securities and Exchange Commission on 29 April 2008, and is supplemented by
other public filings made, and to be made, with the Securities and Exchange Commission. Information
about those executive officers and directors of Progress is set forth in Progress Annual Report on
Form 10-K for the year ended 30 November 2007, which was filed with the Securities and Exchange
Commission on 29 January 2008, the proxy statement for Progress 2008 Annual Meeting, which was
filed with the Securities and Exchange Commission on 24 March 2008, and is supplemented by other
public filings made, and to be made, with the Securities and Exchange Commission. Investors and
shareholders may obtain additional information regarding the direct and indirect interests of IONA,
SPK Acquisitions, Progress and their respective executive officers and directors in the Acquisition
and the Scheme by reading the proxy statement (comprising the Scheme Document) and other filings
referred to above.
Safe Harbor for Forward-Looking Statements
Certain items in this filing may contain forward-looking statements that are based on current
expectations or beliefs, as well as assumptions about future events. Forward-looking statements are
statements that contain predictions or projections of future events or performance, and often
contain words such as anticipates, can, estimates, believe, expects, projects, will,
might, or other words indicating a statement about the future. These statements are based on
IONAs, SPK Acquisitions or Progress, as applicable, current expectations and beliefs and are
subject to a number of trends and uncertainties that could cause actual events to differ materially
from those described in the forward-looking statements. Reliance should not be placed on any such
statements because of their very nature, they are subject to known and unknown risks and
uncertainties and can be affected by factors that could cause them to differ materially from those
expressed or implied in the forward-looking statements. IONA, SPK Acquisitions or Progress, as
applicable, can give no assurance that expectations will be attained. Risks, uncertainties and
other important factors that could cause actual events to differ materially from those expressed or
implied in the forward-looking statements include: uncertainties as to the timing of the closing of
the Acquisition; uncertainties as to whether the IONA Shareholders will vote in favour of the
Acquisition; the risk that competing offers to acquire IONA will be made; the possibility that
various closing conditions for the Acquisition may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for the consummation of the
Acquisition; the effects of disruption from the Acquisition making it more difficult to maintain
relationships with employees, licensees, other business partners or governmental entities; other
business effects, including the effects of industry, economic or political conditions outside of
Progress or IONAs control; transaction costs; actual or contingent liabilities; uncertainties as
to whether anticipated synergies will be realized; uncertainties as to whether IONAs business will
be successfully integrated with Progress business; and other risks and uncertainties discussed in
documents filed with the Securities and Exchange Commission by IONA and Progress, including IONAs
Annual Report on Form 10-K filed with the Securities and Exchange Commission on 14 March 2008,
IONAs Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on 12 May
2008, Progress Annual Report on Form 10-K filed with the Securities and Exchange Commission on 29
January 2008, and Progress Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on 9 April 2008. Such forward-looking statements speak only as of the date of this
filing. IONA, SPK Acquisitions and Progress expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements contained herein to
reflect any change in IONAs, SPK Acquisitions or Progress, as applicable, expectations with
regard thereto or change in events, conditions, or circumstances on which any such statement is
based.
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Disclosure Required by the Irish Takeover Rules
The directors of the Company accept responsibility for the information contained in this filing. To
the best of the knowledge and belief of the directors of the Company (who have taken all reasonable
care to ensure such is the case), the information contained in this filing is in accordance with
the facts and does not omit anything likely to affect the import of such information.
Lehman Brothers Inc., which is regulated under the laws of the United States of America, is acting
exclusively for the Board of Directors of the Company and no one else in connection with the
Acquisition and will not be responsible to anyone other than the Board of Directors of the Company
for providing the protections afforded to clients of Lehman Brothers Inc. or for providing advice
in relation to the Acquisition, the contents of this announcement or any transaction or arrangement
referred to herein.
Davy Corporate Finance, which is regulated by the Financial Regulator in Ireland, is acting
exclusively for IONA and no one else in connection with the Acquisition and will not be responsible
to anyone other than IONA for providing the protections afforded to clients of Davy Corporate
Finance or for providing advice in relation to the Acquisition, the contents of this filing or any
transaction or arrangement referred to herein.
Merrion Stockbrokers Limited, which is regulated by the Financial Regulator in Ireland, is acting
exclusively for IONA and no one else in connection with the Acquisition and will not be responsible
to anyone other than IONA for providing the protections afforded to clients of Merrion Stockbrokers
Limited or for providing advice in relation to the Acquisition, the contents of this filing or any
transaction or arrangement referred to herein.
Any person who is a holder of 1% or more of the share capital of the Company may have disclosure
obligations under Rule 8.3 of the Irish Takeover Rules, effective from the date of the commencement
of the offer period in respect of the Acquisition.
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