CDC Software Corporation (NASDAQ: CDCS), a global provider of
enterprise software applications and services, today announced
that, as it disclosed on its conference call last Friday, it
intends to sell its holdings in Chordiant, which totaled 392,762
shares of Chordiant, or approximately 1.3 percent of Chordiant’s
30.4 million shares outstanding, as of January 5, 2010. As a
Chordiant shareholder, CDC Software does not believe that
Chordiant has acted in the best interests of its shareholders in
evaluating its offer.
On January 11, 2010, Chordiant issued a press release responding
to CDC Software’s proposal. In the press release, Chordiant
rejected the offer stating that the proposal undervalues Chordiant
and is not in the best interests of Chordiant’s shareholders. The
Chordiant release also states that there was no prior
acquisition-related dialogue between Chordiant and CDC
Software.
Peter Yip, CEO of CDC Software stated, “We are very disappointed
by Chordiant’s apparent summary response to, and dismissal of, our
offer, which was delivered to us this early morning, without any
prior substantive contact from either Chordiant management or
Morgan Stanley, its retained investment advisor on the merits of
our proposal. We were disappointed with this morning’s announcement
by Chordiant, especially since Chordiant advised us on January 6,
2010 by email that our proposal would be discussed at a
regularly-scheduled board meeting later in the month.
“Furthermore, in contrast to Chordiant’s statement in its press
release, we have attempted to meet with, and engage in, discussions
with Chordiant on several occasions, beginning last year and
continuing into 2010. Each time, our attempts were dismissed
outright.”
Yip continued, “We are particularly concerned with Chordiant’s
assertions, especially since we had indicated our offer of
shared-responsibility in the combined company for the executive
management team. Multiple industry and Wall Street analysts, as
well as several mutual Tier 1 customers, have expressed their
strong belief that the merger would be beneficial to both companies
and their respective shareholders. We believe that in addition to
our cash offer, we estimate that we would be required to expend a
very significant amount, which we currently estimate would be
approximately $0.60 to $0.75 per share, post-closing, in order to
restructure Chordiant and realize our expected operating cost
savings. This would include costs for severance and golden
parachute payments, as well as other integration-related
expenditures.”
“Based on publicly-available information, including Chordiant’s
proxy statement filed with the SEC on December 18, 2009, while
holding less than 5 percent of Chordiant’s outstanding shares, the
officers and directors of Chordiant have repeatedly frustrated
previous offers for Chordiant. We believe these actions are not in
the best interests of Chordiant shareholders. We believe that the
current management has been utilizing Section 203 of the Delaware
General Corporation Law to entrench themselves in the company and
stifle any potential acquisitions.”
About CDC
Software
CDC Software (NASDAQ: CDCS), The Customer-Driven Company™, is a
provider of enterprise software applications and services designed
to help organizations deliver a superior customer experience, while
increasing efficiencies and profitability. CDC Software provides
customers with maximum flexibility in their solutions through
multiple deployment options which best fit their business needs.
Leveraging a service-oriented architecture (SOA), CDC Software
offers multiple delivery options for their solutions such as
on-premise, cloud-based or hybrid (blending of the two options)
deployment offerings. CDC Software's product suite includes: CDC
Factory (manufacturing operations management), Activplant
(enterprise manufacturing intelligence), CDC Ross ERP (enterprise
resource planning), CDC Supply Chain (supply chain management ,
warehouse management and order management),CDC xAlerts (real-time
supply chain event management), CDC Power (discrete ERP), CDC
eCommerce, CDC NFP/NGO, CDC Pivotal CRM and Saratoga CRM (customer
relationship management), CDC Respond (customer complaint and
feedback management), c360 CRM add-on products, industry solutions
and development tools for the Microsoft Dynamics CRM platform, CDC
HRM (human resources) and business analytics solutions.
These industry-specific solutions are used by more than 6,000
customers worldwide within the manufacturing, financial services,
health care, home building, real estate, wholesale and retail
distribution industries. The company completes its offerings with a
full continuum of services that span the life cycle of technology
and software applications, including implementation, project
consulting, technical support and IT consulting. For more
information, please visit www.cdcsoftware.com.
About CDC Corporation
The CDC family of companies includes CDC Software (NASDAQ: CDCS)
focused on enterprise software applications and services, CDC
Global Services focused on IT consulting services, and outsourced
R&D and application development, CDC Games focused on online
games, and China.com China.com, Inc. (HKGEM:8006) focused on
portals for the greater China markets. For more information about
CDC Corporation (NASDAQ: CHINA), please visit
www.cdccorporation.net.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction,
the CDC Software Corporation, or the company, plans to file with
the SEC a registration statement on Form F-4 containing a proxy
statement/prospectus and other documents regarding the proposed
transaction. The definitive proxy statement/prospectus will be
mailed to shareholders of Chordiant Software Inc.
INVESTORS AND SECURITY HOLDERS OF CHORDIANT SOFTWARE INC. ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
CAREFULLY WHEN FILED WITH THE SEC IN THEIR ENTIRETY BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders will be able to obtain free
copies of the registration statement and the proxy
statement/prospectus, when filed, and other documents filed with
the SEC by the company through the web site maintained by the SEC
at www.sec.gov. Free copies of the registration statement and the
proxy statement/prospectus (when available) and other documents
filed with the SEC can also be obtained by directing a request to
Monish Bahl, Senior Vice President, Investor Relations
678-259-8510.
The company and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding the company's directors and executive officers is
available in its Registration Statement on Form F-1/A (333-160600),
which was filed with the SEC on August 4, 2009. As of January 5,
2010, CDC Software Corporation owns 392,762 shares of Chordiant
Software Inc. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC when they become available.
Statements in this release that are “forward-looking statements”
are based on current expectations and assumptions that are subject
to risks and uncertainties. Actual results could differ materially
because of factors such as the company's ability to achieve the
synergies and value creation contemplated by the proposed
transaction, the company’s ability to promptly and effectively
integrate the businesses of Chordiant Software Inc. and the
company, the timing to consummate the proposed transaction, and the
diversion of management time on transaction-related issues. For
further information regarding risks and uncertainties associated
with the company’s business, please refer to the “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” and “Risk Factors” sections of the company's SEC
filings, including, but not limited to, its Registration Statement
on Form F-1/A (333-160600), which was filed with the SEC on August
4, 2009, copies of which may be obtained by contacting the
company's Investor Relations department at (678) 259-8510 or at the
company’s website at www.cdcsoftware.com.
All information in this communication is as of January 11, 2010.
The company undertakes no duty to update any forward-looking
statement to conform the statement to actual results or changes in
the company's expectations. Historical results are not indicative
of future performance.
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