Seagull Holding N.V.
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Publicatie datum
09 feb 2007 - 22:59
Statutaire naam
Seagull Holding N.V.
Titel
Rocket Software Inc. and Seagull Holding N.V. Sign Definitive Merger Protocol Agreement
Bericht
Amsterdam, the Netherlands; Atlanta, Georgia, USA; and Newton, Massachusetts, USA - 9 February 2007. Rocket Software and Seagull Software today announce that, with the approval of the Seagull Holding N.V. Supervisory Board, they have executed a binding Merger Protocol under which Rocket Software, or one of its wholly owned subsidiaries, agrees to make a public offer to acquire 100% of the shares of Seagull Holding N.V. in an all-cash transaction at a price of €4.33 per share (the “Offer”).
The Supervisory Board of Seagull Holding N.V., after giving due consideration to the business and financial aspects of the proposed transaction, unanimously resolved to support the Offer, concluded that the Offer is in the best interests of the shareholders and other stakeholders of Seagull Holding N.V., and recommends that shareholders accept the Offer.
The offer price of €4.33 represents a 94% premium over the Seagull Holding N.V. closing price of €2.23 on 4 December 2006, the last trading day prior to the first announcement of Rocket Software’s intention to make an offer.
The Offer will be made by publishing an offer memorandum setting out the terms and conditions of the Offer. The parties expect that Rocket Software will make the Offer in the course of March 2007. Further details on the Offer will be announced simultaneously with publication of the offer memorandum.
The launch of the Offer is subject to customary commencement conditions including but not limited to Seagull Software’s Management Board and Supervisory Board continuing to recommend the Offer, the absence of a material adverse effect prior to the closing of the transaction, the continuation of the business in the ordinary course and no breach of the representations and warranties specified in the merger protocol having occurred.
This announcement does not constitute an offer to purchase nor a solicitation of an offer to sell the shares in Seagull Holding N.V. and is an announcement pursuant to article 9g
Datum laatste update: 23 december 2025