| Mon 18 Mar 2002, 0:00 | | Boe Merchant Bank, A Division Of Boe Bank Limited |
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An Offer For And On Behalf Of Datamirror Corporation Or A Duly Nominated
Subsidiary ("Datamirror"), To Acquire The Entire Issued Share Capital Of
Idion Technology Holdings Limited ("Idion"), Other Than Those Shares Already
Held By Datamirror.
DataMirror Corporation BoE Merchant Bank
A Division of BoE Bank Limited
Co. Reg. No. 1951/00084/06
BoE MERCHANT BANK, A DIVISION OF BoE BANK LIMITED ("BoEMB"), INTENDS TO MAKE
AN OFFER FOR AND ON BEHALF OF DATAMIRROR CORPORATION OR A DULY NOMINATED
SUBSIDIARY ("DATAMIRROR"), TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF
IDION TECHNOLOGY HOLDINGS LIMITED ("IDION"), OTHER THAN THOSE SHARES ALREADY
HELD BY DATAMIRROR.
INTRODUCTION
BoEMB is authorised to announce that DataMirror, through BoEMB, intends to
make an offer to acquire all the Idion shares, other than those already
owned by DataMirror, for a cash consideration of 65 cents per Idion share
("the Offer").
RATIONALE FOR THE OFFER
DataMirror is a company incorporated in Ontario, Canada and is listed on the
Toronto Stock Exchange (DMC) and NASDAQ (DMCX). DataMirror designs, develops
and markets software products that integrate data between enterprise
databases. Datamirror's revenues are derived primarily from the sale of
licences for its software products. One of its products is High Availability
Suite software for use in connection with IBM iSeries platforms.
Vision Solutions, Idion's principal operating subsidiary, is a competitor to
DataMirror in this narrow, highly defined market, offering its own,
separately developed software solution. Both companies compete for a similar
customer base in common and different geographic markets.
DataMirror believes that its significantly greater financial strength, depth
of management and global presence would materially enhance the Vision
Solutions business and the prospects of both management and employees.
Together, DataMirror and Idion can establish a leadership position in the
iSeries High Availability market.
DataMirror believes that shareholders should accept the Offer as:
shareholders have suffered a dramatic loss of value;
Idion has invested shareholder funds unwisely;
Idion is in a precarious financial position; and
Idion has failed to meet performance expectations set by management.
As a result, Idion's share price has dropped from R16.90 at the time of the
Vision Solutions acquisition in March 2000, to 57 cents on Friday, 15 March
2002, representing a decline of 97 per cent.
TERMS OF THE OFFER
The offer consideration
For every Idion share the Offer is 65 cents in cash. This represents a
premium of 14 per cent to the closing price of 57 cents per Idion share on
15 March 2002 (the last business day prior to the announcement of a firm
intention to make the Offer), a premium of 71 per cent to the 30 day trade
weighted average price and a premium of 228 per cent to Idion's published
net tangible asset value as at 31 December 2001.
Conditions
The Offer is subject to, inter alia, the fulfilment of the receipt by BoEMB
and/or DataMirror of valid acceptances in respect of not less than 90 per
cent of Idion shares, other than those Idion shares already owned by
DataMirror (or, such lesser percentage as DataMirror may decide). DataMirror
intends to invoke the provisions of S440K of the Companies Act, No. 61 of
1973, as amended ("S440K"), should the required acceptance level be reached.
Should S440K be invoked, DataMirror will apply to the JSE Securities
Exchange of South Africa for the delisting of Idion.
SHARES HELD BY DATAMIRROR
At the last practicable date, DataMirror held 18 441 921 Idion shares,
constituting 16.4 per cent of the issued share capital of Idion.
CONFIRMATION OF FINANCIAL RESOURCES
BoE Merchant Bank has confirmed to the Securities Regulation Panel ("SRP"),
and to the SRP's satisfaction, that DataMirror has sufficient resources to
honour its commitments in terms of the Offer.
SPECIAL ARRANGEMENTS
6.1 No arrangements, undertakings or agreements have been concluded between
DataMirror, Idion or any party acting in concert with either of them, in
relation to the shares which are the subject of the Offer.
6.2 No arrangement, undertakings or agreements (including any compensation
arrangements), which have any connection with, or dependence on the Offer,
exist between DataMirror, or any concert party, and any director of Idion or
any person who was a director of Idion during the 12 months prior to the
Offer, or any holder of Idion shares or any person who was a holder of Idion
shares within a period of 12 months prior to the Offer.
OFFER DOCUMENT
An offer document will be posted to Idion shareholders within 30 days from
the date hereof, but is expected to be on or about Friday, 22 March 2002.
Johannesburg and Toronto
17 March 2002
Corporate advisor Stockbroker
BoE Merchant Bank BoE Securities (Pty) Ltd
A Division of BoE Bank Member of the JSE Securities
Limited Exchange South Africa
Co. Reg. No. 1951/00084/06 Co. Reg. No. 1996/015589/07
Legal advisor Public relations company
CD Cliffe Dekker Brunswick
Press Release
DataMirror Corporation ("DataMirror") announces bid for Idion Technology
Holdings Limited ("Idion")
DataMirror (Nasdaq:(DMCX); TSE:(DMC)), a leading Toronto based provider of
integration and resiliency solutions, today announced its intention to make
a cash offer to Idion shareholders to acquire their shares. DataMirror
currently owns 16.4% of the issued share capital of Idion.
DataMirror is making a cash offer which:
Values each Idion share at 65 cents and the total share capital of Idion at
R73 million.
Represents a 71% premium to Idion's 30 day trade weighted average.
Represents a 228% premium to Idion's published net tangible asset value.
Commenting on the offer, Nigel Stokes, Chief Executive of DataMirror, said:
"Idion has under-performed over a sustained period of time and shareholders
have suffered a dramatic loss of value. Since Idion's inception it has
raised R505m of capital and based on its 30 day trade weighted average, it's
market capitalisation is now only R43m. Shareholders have paid the price."
DataMirror outlined the key reasons it believed Idion shareholders should
accept its offer.
Shareholders are being offered cash, valuing Idion at a 71% premium to the
30 day trade weighted average, a 14% premium to Idion's share price on
Friday, 15 March 2002, and a 228% premium to Idion's net tangible asset
value as at 31 December 2001.
Shareholders have suffered a dramatic loss of value. Since its inception,
Idion has raised R505 million and yet its market capitalisation based on the
30 day trade weighted average is R43m, representing a 91% reduction of
shareholder value.
Idion has invested shareholder funds unwisely. Idion paid over $60 million
for Vision Solutions ("Vision") in March 2000, a business that was incurring
losses at the time and has never provided an adequate return to
shareholders. In fact, Vision has made an accumulated headline earnings loss
of US$11.5 million over the last 5 years.
Idion is in a precarious financial position: In 2001, second half group
results showed that: licence revenues dropped 22% from US$11m to US$8,6m;
cost of sales increased 137% from US$2m to US$4,8m; operating profit
decreased 202% from US$2,5m to a loss of US$2,6m and net working capital
reduced 138% from US$8.4m to negative US$3.2m compared to the prior year.
Idion has failed to meet performance expectations set by management: In June
2001, Idion promised that revenue for Vision would be between US$33m and
US$35m yet they only achieved revenue of US$24.5m, 26% below their promise
and 7% down on the previous year and a headline loss of US$2.5m.
Idion's share-price has dropped from R16,90 at the time of the Vision
acquisition to R0.57 last Friday. Representing a decline of 97%.
DataMirror designs, develops and markets software products that integrate
data between enterprise databases. DataMirror's revenues are derived
primarily from the sale of licences for its software products. One of its
products is High Availability Suite software for use in connection with IBM
iSeries platforms.
Vision, Idion's principal operating subsidiary, is a competitor to
DataMirror in this narrow, highly defined market, offering its own,
separately developed software solution. Both companies compete for a
similar customer base in common and different geographic markets.
Nigel Stokes said:
"DataMirror has the management strength and global presence to extract value
from Idion and the skills to improve the performance of its operations.
DataMirror believes that together, DataMirror and Idion can establish a
leadership position in the iSeries High Availability market."
"We believe Idion faces a precarious future as an independent company.
Furthermore, shareholders have suffered a dramatic loss of value and Idion
has clearly failed to meet performance expectations set by management.
DataMirror's offer of 65 cents in cash gives Idion shareholders certain
value now. It represents a premium of 71% over the thirty-day trade
weighted average price per share of 38 cents per Idion share."
Ends -
A presentation to shareholders, analysts and the media by Nigel Stokes, CEO
of DataMirror, will take place at 11:30 today at the Park Hyatt Hotel,
Oxford Road, Rosebank.
For further information, contact:
Brunswick: +27 (0)11 442 8803
Rob Pinker +27 (0)82 326 7794
Sally-Anne Moss +27 (0)82 490 9985
Heidi Geldenhuys +27 (0)83 325 8924
Nicola Atherstone +27 (0)83 326 7793
Notes to Editors
DataMirror (Nasdaq:(DMCX) TSE(DMC)) delivers solutions that let customers
integrate their data across their enterprises. DataMirror's comprehensive
family of products unlocks the experience of now by providing advanced real-
time capture, transform and flow (CTF) technology that gives customers the
instant access, integration and availability they demand today across all
computers in their business.
Over 1,400 companies use DataMirror to integrate their data. Real-time data
drives all business. DataMirror is headquartered in Toronto, and has offices
worldwide. DataMirror has been ranked in the Deloitte and Touche Fast 500 as
one of the fastest growing technology companies in North America. For more
information, call 091-905-415-0310 or visit the DataMirror web site at
www.DataMirror.com.
