Iona Technologies Plc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
29 August 2008 - 10:47PM
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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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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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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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by registration statement number, or the Form or Schedule and the
date of its filing.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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On August 29, 2008, IONA Technologies PLC (the Company or IONA) mailed the following letter to
its shareholders in connection with its Annual General Meeting:
IONA TECHNOLOGIES PLC
The IONA Building
Shelbourne Road, Ballsbridge
Dublin 4, Ireland
August 29, 2008
Dear Shareholder:
The 2008 Annual General Meeting of IONA Technologies PLC (the Company) will be held at The
Four Seasons Hotel, Ballsbridge, Dublin 4, Ireland, on Monday, September 29, 2008, at 3:00 p.m.
(local Irish time). The attached Annual Report describes the Companys performance in 2007 and the
attached Notice of Annual General Meeting and Proxy Statement set out the business due to be
considered at this meeting.
On June 25, 2008, the Company and Progress Software Corporation (Progress) announced that
they 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 proposed acquisition by SPK
Acquisitions of the Company is referred to as the Acquisition).
If the Scheme becomes effective and the Acquisition closes before September 29, 2008, SPK
Acquisitions and other subsidiaries of Progress will hold all of the issued shares of the Company.
As the holders of all of the Companys shares, Progress and its subsidiaries will be the only
shareholders entitled to attend the Annual General Meeting. Under such circumstances, any voting
materials you mail in connection with the Annual General Meeting will not be counted because you
will no longer be a shareholder. The Company will make further announcements in due course
regarding the status of the Acquisition.
Yours sincerely,
Christopher M. Mirabile
Secretary
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt about the contents of this document or what action you should
take, you should consult your stockbroker, bank manager, or other independent professional adviser.
If you have sold or transferred all your Ordinary Shares in IONA Technologies PLC, please forward
this document at once to the stockbroker, bank or other agent through whom the sale was affected
for transmission to the purchaser.
Disclosure Required by the Irish Takeover Rules
The directors of the Company accept responsibility for the information contained in this
letter. 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 letter is in
accordance with the facts and does not omit anything likely to affect the import of such
information.
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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Important Additional Information and Where to Find It
In connection with its Annual General Meeting, IONA filed a proxy statement with the Securities and
Exchange Commission on April 29, 2008 and mailed it to IONA shareholders on or about August 29,
2008. Investors and shareholders of IONA are urged to read the proxy statement and the other
relevant materials available because they contain important information about IONA and the Annual
General Meeting.
The proxy statement and other relevant materials, and any and all documents filed by IONA 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.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE ANNUAL GENERAL MEETING.
IONA and its executive officers and directors may be deemed to be participants in the solicitation
of proxies from the shareholders of IONA in connection with the Annual General Meeting. 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 December 31, 2007, which was filed
with the Securities and Exchange Commission on March 14, 2008, and the proxy statement for IONAs
2008 Annual General Meeting, which was filed with the Securities and Exchange Commission on April
29, 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 and its executive officers and directors by reading the proxy
statement 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 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, by
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 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, but are not
limited to: risks associated with the effects of general economic and market conditions, lessening
demand in the information technology market, difficulty managing operations and difficulty in
keeping pace with rapid industry, technological and market changes and other risks and
uncertainties discussed in documents filed with the Securities and Exchange Commission by IONA,
including IONAs Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 14, 2008 and IONAs Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on
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August 11, 2008. Such forward-looking statements speak only as of the date of this
filing. IONA expressly disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any change in IONAs
expectations with regard thereto or change in events, conditions, or circumstances on which any
such statement is based.
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