Onyx Software Announces ISS Recommends Vote ''For'' Proposed Merger with M2M Holdings
21 Juli 2006 - 3:36AM
Business Wire
Onyx(R) Software Corporation (Nasdaq:ONXS) announced that
Institutional Shareholder Services, Inc. (ISS) has recommended that
the Onyx shareholders vote "FOR" proposal 1, the proposed
acquisition of Onyx by M2M Holdings, Inc., at the special meeting
of shareholders to be held on August 1, 2006. Shareholders of Onyx
stock at the close of business on June 21, 2006, the record date,
are entitled to vote on the transaction. In recommending that Onyx
shareholders vote for the merger with M2M, ISS considered the
competing offer made by CDC Corporation (CDC) (Nasdaq:CHINA). In
its July 19, 2006, report, ISS concluded, after reviewing the terms
of the transaction including "in particular the market premium and
the auction bidding process in which CDC failed to participate,"
that "the merger agreement (with M2M) warrants shareholder
support." ISS further stated that it believes "that the greater
level of certainty regarding M2M's bid as compared to CDC's
provides an additional basis for shareholders to vote in favor of
the merger at this point in time." ISS added that "we believe a
justified level of uncertainty towards the CDC bid is warranted."
In addition to noting that the M2M merger price of $4.80 per share
represents "a 15.1-percent premium to the company's prior trading
day's closing price, and a 8.1-percent premium to the five-day
closing average ending 60 days prior to the announcement of the
M2M-Onyx deal," ISS stated that "(w)e believe that it is
appropriate to also consider Onyx's share price around the time
when CDC made its first and second unsolicited bids to acquire Onyx
in addition to when Onyx identified itself as a possible target for
acquisition." Specifically, "(t)he offer price (of $4.80 per share)
represents a premium of (1) 27.7 percent over the closing price of
the company's shares on Dec. 27, 2005, the last trading day prior
to announcement of CDC's initial bid; and (2) 20.9 percent over its
share price on March 21, 2006, the last trading day prior to CDC's
announcement of its second bid." Commenting on the auction process
followed by Onyx, ISS stated that "Onyx's process appears to be
relatively thorough, with a concerted effort to even negotiate with
CDC." Although ISS recommended that Onyx shareholders vote for the
merger with M2M, ISS did not recommend that shareholders vote for
the second proposal to be presented at the special meeting. That
proposal would allow the proxy holders to transact any other
business properly presented at the special meeting and any
adjournment or postponement of the special meeting, including
considering any procedural matter incident to the conduct of the
special meeting, such as adjournment or postponement of the special
meeting for the purpose of soliciting additional proxies in favor
of the merger with M2M. "We are extremely pleased that ISS
recognizes that the merger with M2M is the best transaction for our
shareholders," said Janice P. Anderson, chairman and chief
executive officer. "We agree with ISS that the transaction with M2M
warrants shareholder support and we urge all shareholders to follow
ISS' recommendation and vote for the merger with M2M." Permission
to use quotations from the ISS report was neither sought nor
obtained. Additional Information About the Proposed Acquisition and
Where to Find It Onyx has filed a definitive proxy statement in
connection with the proposed merger with M2M Holdings, Inc. and a
Solicitation/Recommendation Statement on Schedule 14D-9, both of
which have been mailed to shareholders. Onyx urges investors and
security holders to read the definitive proxy statement, the
solicitation/recommendation statement and any other relevant
documents filed with the SEC because they contain important
information about Onyx and the proposed transaction. Investors and
security holders can obtain these documents free of charge at the
website maintained by the SEC at www.sec.gov. The definitive proxy
statement, the solicitation/recommendation statement and other
relevant documents may also be obtained free of charge by
contacting The Altman Group, Inc. at (800) 581-5607. Onyx's
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Onyx in
connection with the transaction. A description of certain of the
interests of directors and executive officers of Onyx is set forth
in the definitive proxy statement. About Onyx Software Onyx
Software Corporation (Nasdaq:ONXS) is a worldwide leader in
customer management and process software for mid- and large-size
enterprises. Onyx provides flexible solutions that enable
organizations to automate, manage and evolve their customer
processes quickly and cost-effectively for strategic advantage. By
providing an integrated suite of customer process automation
applications encompassing customer management, process management,
and analytics capabilities, Onyx enables enterprises to reduce
costs, increase productivity, and grow revenue. Major companies are
aligning their customer-facing departments and managing their
customer processes with Onyx software -- companies such as Amway
Corporation, Mellon Financial Corporation, The Regence Group and
State Street Corporation. More information can be found at (888)
ASK-Onyx, info@onyx.com or http://www.onyx.com/. Onyx is a
registered trademark of Onyx Software Corporation in the United
States and other countries. Other product or service names
mentioned herein are the trademarks of their respective owners.
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