Onyx Software Announces Glass Lewis Recommends Vote ``For'' Proposed Merger With M2M Holdings
25 Juli 2006 - 2:10AM
Business Wire
Onyx(R) Software Corporation (NASDAQ:ONXS) announced that Glass,
Lewis & Co. LLC has recommended that 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. In its report dated July 24, 2006 recommending that Onyx
shareholders vote for the merger with M2M, Glass Lewis took into
account the competing offer made by CDC Corporation
(CDC)(NASDAQ:CHINA). It also noted the "lengthy and rigorous"
process followed by Onyx's board of directors stating, "We commend
the board of directors for pursuing a thorough sale process. In
response to the unsolicited merger proposal from CDC, the Company
engaged external advisors and pursued multiple potentially
interested parties in its market check. Notably, CDC was contacted
to participate in the sale process though it determined to not
participate in the process." In discussing the $4.80 cash per share
valuation of the M2M proposal, Glass Lewis said "the proposed
consideration offers shareholders a fair value." Glass Lewis
further noted, "Though CDC's offer represents a higher absolute
value, considering the inherent risks associated with the tender
offer (multiple closing uncertainties), we believe that the
proposal fails to offer an adequate premium to cause shareholders
to accept the inherent risk of the alternative transaction." Glass
Lewis also commented "that there are no conflicts of interest in
regard to the payments to be received by executives upon closing of
the transaction." "We are extremely pleased that Glass Lewis
recommends that Onyx shareholders vote for the M2M transaction and
we encourage our shareholders to vote for the merger with M2M ahead
of the special meeting on August 1," said Janice P. Anderson,
chairman and chief executive officer. Permission to use quotations
from the Glass Lewis report was neither sought nor obtained.
Although Glass Lewis recommended that Onyx shareholders vote for
the merger with M2M, Glass Lewis 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. 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 Securities and Exchange
Commission (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 Web site
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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