| Thu 18 Apr 2002, 0:00 | | Datamirror Corporation Increases Offer To Idion |
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shareholders
BoE Limited
Press Release
18 April 2002
DataMirror Corporation BoE Merchant Bank Limited
(a division of BoE Bank Limited)
A REVISED CASH OFFER BY BOE MERCHANT BANK, A DIVISION OF BOE BANK LIMITED
("BOEMB"), FOR AND ON BEHALF OF 1512630 ONTARIO INC. ("DATAMIRROR"), A
WHOLLY OWNED SUBSIDIARY OF DATAMIRROR CORPORATION TO IDION TECHNOLOGY
HOLDINGS LIMITED ("IDION") SHAREHOLDERS
1. INTRODUCTION
1.1 BoEMB is authorised to announce that DataMirror has considered the
responses received from Idion shareholders to the offer dated 26 March 2002
("the original offer") and accordingly wishes to revise the original offer
("the revised offer").
1.2 Idion shareholders who have any queries concerning the revised offer may
contact DataMirror's appointed Information Agents, Georgeson Shareholder
Communications on the following toll free helpline: 0800 202 360.
2. REVISED TERMS OF THE OFFER
2.1 Offer Consideration
2.1.1 The offer consideration is increased to R1,20 per Idion share and
wherever the offer price of R0,65 per share occurs in the original offer, it
is deemed to have been amended and replaced with a cash offer consideration
of R1,20.
2.1.2 The revised offer values Idion at R135,1 million and represents a
premium of :
2.1.2.1 85% to the offer price of R0,65 per Idion share as per the original
offer;
2.1.2.2 38% to the trade weighted average price during the period 18 March
2002 to 17 April 2002 (being the period commencing on the date of the
announcement of the firm intention to make the original offer and ending on
the latest date prior to the release of the revised offer) of R0,87; and
2.1.2.3 9% to the last closing price of R1,10 per Idion share as at
17 April 2002, being the latest date prior to the issue of the revised
offer.
2.2 Conditions of Offer
The revised offer is no longer conditional upon the acceptance by 90% of
Idion shareholders, which would have excluded those shares already held by
DataMirror, but is now instead conditional upon DataMirror receiving valid
acceptances that will result in it holding 50% plus one share of Idion's
issued share capital.
2.3 Revised Offer Period
The offer period is extended for a minimum period of 21 (twenty one) days
from the date hereof. The revised salient dates are set out in paragraph 8
below.
3. RATIONALE FOR THE REVISED OFFER
3.1 DataMirror has noted the statements made in the Idion circular dated 9
April 2002, in response to the original offer, with regard to Idion's
financial prospects and the stated expectation of management that Idion will
be profitable at its financial year end. DataMirror has also noted that the
statements relating to the growth, income streams and cash flow of Idion are
not supported by financial statements, an auditors' or a reporting
accountants' report on its financial position. DataMirror believes the
information provided is optimistic, given that :
3.1.1 Idion has had negative cash flows over the past two years;
3.1.2 Idion has failed to meet expectations in the past;
3.1.3 global technology markets continued to be soft during the first
quarter of 2002; and
3.1.4 the outlook for the rest of the calendar year remains uncertain.
3.2 According to the latest available Idion shareholder register, dated 22
March 2002, DataMirror is currently the largest single shareholder in Idion.
3.3 DataMirror, notwithstanding the statements aforementioned, regards its
shareholding in Idion as a strategic investment and wishes to further
increase its shareholding in Idion at this time.
If DataMirror successfully increases its shareholding in Idion it will be in
a position and may act as a strategic partner to Idion in achieving its
objectives. This may include the provision of capital and/or merging of
certain business interests on mutually acceptable terms.
4. CONDITIONS PRECEDENT
4.1 The CONDITIONS PRECEDENT contained in paragraph 9 of the original offer
are substituted with the following :
"9. The offer is subject to the following CONDITIONS PRECEDENT being
fulfilled (or, where so elected, waived) by no later than the closing date
of the revised offer :
9.1 Acceptances
Valid acceptances by shareholders which will result in DataMirror holding
not less than 50% plus one share of Idion's issued share capital to which
the offer, as amended hereby, relates.
9.2 Material Adverse Condition
9.2.1 BoEMB and/or DataMirror having not discovered that :
the financial or business information concerning Idion as contained in the
most recent publicly disclosed information in respect of or concerning Idion
either contains a material representation of facts or omits to state a fact
necessary to make the information contained therein not materially
misleading; or
9.2.2 steps have been taken in respect of Idion which will have a material
adverse effect or impact on the published financial position of Idion as at
31 December 2001 or which will result in a material decline in the financial
performance of Idion relative to the 12 (twelve) month period ended
31 December 2001. For the purposes of this paragraph, a "material adverse
event" will, amongst others, have the following meanings :
9.2.2.1 Idion passes a resolution that it shall be wound up;
9.2.2.2 a certificate of the type referred to in Section 346(3) of the Act
is issued by the Master of the High Court for the purpose of enabling any
person to take bona fide steps to obtain a winding-up order against Idion or
a Notice of Motion is issued out of the High Court of South Africa for the
purpose of taking steps to place Idion in liquidation or under judicial
management;
9.2.2.3 Idion attempts to effect a compromise, composition or similar
arrangement with its creditors or any class of them;
9.2.2.4 Idion is unable or ceases, for any reason whatsoever, to conduct its
normal line of business in an ordinary and regular manner;
9.2.2.5 any information becomes available which legally should have been
disclosed by Idion, its board and/or advisors, which will have a material
adverse effect on the financial position and performance of Idion;
9.2.2.6 a government or governmental, quasi-governmental, supranational,
statutory or regulatory body, court, trade agency, professional association
or any other person or body in any jurisdiction having taken, instituted,
implemented or threatened, or decided to take, institute or implement, any
action, proceedings, suit, investigation or enquiry or made, proposed or
enacted any statute, regulation or order or taken any other steps and there
not continue to be outstanding any statute, legislation or order which would
or might :
9.2.2.6.1 make the offer for the acquisition by DataMirror of any Idion
shares or the control of or shareholding in Idion, void, illegal or
unenforceable or otherwise restrict, restrain, prohibit or otherwise
interfere with the implementation thereof, or impose additional conditions
or obligations with respect thereto, or otherwise challenge or interfere
therewith; and
9.2.2.6.2 otherwise materially and adversely affect the business, assets,
liabilities, profits or prospects of Idion and all applicable waiting and
other time periods during which any such authority would decide to take,
institute, implement or threaten any such action, proceeding, suit,
investigation or enquiry having expired, lapsed or being terminated.
9.3 Should a material adverse condition arise and BoEMB and/or DataMirror
wish, as a result thereof, to invoke any one or more of the CONDITIONS
PRECEDENT contained in paragraph 9.2 above, they shall first notify the SRP
of such intention. The SRP shall consider the proposed action by BoEMB
and/or DataMirror and within a period of 2 (Two) days notify BoEMB and/or
DataMirror of its finding to sanction or refuse the sanctioning of the
proposed action."
4.2 All other conditions presently contained in paragraph 9 of the original
offer not dealt with as set out above are deemed to have been waived by
DataMirror for the purposes of the revised offer.
5. CONFIRMATION OF OFFER CONSIDERATION
BoEMB has confirmed to the satisfaction of the SRP that DataMirror has
sufficient cash resources available to honour its commitments in terms of
the revised offer.
6. ENTITLEMENTS AND LEVELS OF ACCEPTANCES
6.1 All Idion shareholders who have accepted the original offer shall be
entitled to the benefits of the revised offer, as specified herein. BoEMB
has as at 17 April 2002, being the latest date prior to the issue of the
revised offer, has received acceptances in respect of 247 438 Idion shares
in terms of the original offer.
6.2 As at 17 April 2002, being the latest date prior to the issue of the
revised offer, DataMirror held 18 666 521 Idion shares constituting 16,58%
of the issued share capital of Idion.
7. REGULATORY APPROVALS
The revised offer is subject to the relevant regulatory approvals as may be
applicable and does not apply in jurisdictions where it is unlawful or
illegal to make or accept such revised offer.
8. REVISED TIMETABLE
The amended salient dates will now be as follows:
8.1 Offer opens Tuesday 26 March 2002
8.2 Last day to trade on the JSE
for shareholders who wish to
be eligible to accept the Wednesday 8 May 2002
revised offer
8.3 Securities trade ex-offer Thursday 9 May 2002
8.4 Revised offer closes * Wednesday 15 May 2002
8.5 Record Date Wednesday 15 May 2002
8.6 Offer consideration posted or
transferred within 5 business
days of the offer being
declared unconditional or
receipt of documents of title
and the form of acceptance, or
advice received by the CSDP or
broker, as the case may be, of Thursday 16 May 2002
acceptance of the offer as
amended, whichever is the
later
8.7 Results of the offer, if
applicable, are expected to be Thursday 16 May 2002
published on SENS and in the
press
* Dematerialised shareholders are required to notify their duly appointed
CSDP or Broker of the acceptance of the revised offer in the manner and time
stipulated in the agreement governing the relationship between the
shareholder and his/her CSDP or Broker.
9. ORIGINAL OFFER
Save as amended hereby the definitions, provisions, terms and conditions as
they are contained and appear in the original offer will continue to apply
and to be of force and effect in respect of the revised offer.
The revised offer will be posted to Idion shareholders on 19 April 2002.
JOHANNESBURG TORONTO
Date : Date:_________________________
________________________
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DATAMIRROR RAISES OFFER TO IDION SHAREHOLDERS TO 120 CENTS PER SHARE
DataMirror (Nasdaq: (DMCX) TSE: (DMC), a leading Toronto based provider of
integration and resiliency solutions, today announced, via BoE Merchant
Bank, that it is increasing its cash offer to Idion shareholders to 120
cents per Idion share.
The revised offer values Idion at R135,1 million and represents a premium
of :
- 85% to the offer price of R0,65 per Idion share as per the
original offer;
- 38% to the trade weighted average price during the period 18 March 2002 to
17 April 2002 of R0,87; and
- 9% to the last closing price of R1,10 per Idion share as at 17 April 2002.
The revised offer is no longer conditional upon the acceptance by 90% of
Idion shareholders other than those shares held by DataMirror, but is
instead conditional upon DataMirror receiving acceptances that will result
in its holding increasing to 50% plus one share of Idion's issued share
capital.
Commenting on the revision, CEO of DataMirror Nigel Stokes, said:
"Global technology markets have continued to be soft during the first
quarter of 2002 and the outlook for the rest of the year remains uncertain.
We view Idion's recent statements relating to growth, income streams and
cash flow as optimistic, given that they are not supported by financial
statements or reports from auditors or accountants."
"Nevertheless, we have considered the responses received from Idion
shareholders as well as other information relating to Idion, and we wish to
increase our shareholding. As a result, we have increased our offer by a
further 38% relative to the trade weighted average price since the original
offer."
Stokes continued: "We are a strategic investor in Idion and are the single
largest shareholder. If we are able to increase our holding materially, we
may act as a strategic partner to Idion. This may involve the provision of
capital and the merging of certain business interests on mutually acceptable
terms."
Idion shareholders who have any queries concerning the revised offer may
contact DataMirror's appointed Information Agents, Georgeson Shareholder
Communications on the following toll free helpline: 0800 202 360.
The revised offer will be posted to Idion shareholders on 19 April 2002 and
will be open until 15 May 2002.
-Ends-
For further information, contact:
Brunswick: +27 (0)11 442 8803
Rob Pinker +27 (0)83 326 7794
Heidi Geldenhuys +27 (0)83 325 8924
Notes to Editors
1. Revised Offer Period
Offer opens: Tuesday 26 March 2002
Last day to trade on the JSE for
Shareholders who wish to be eligible
to accept the revised offer: Wednesday 8 May 2002
Securities trade ex-offer: Thursday 9 May 2002
Revised offer closes: Wednesday 15 May 2002
Record Date: Wednesday 15 May 2002
Offer consideration posted or transferred
within 5 business days of the offer being
declared unconditional or receipt of
documents of title and the form of
acceptance, or advice received by the
CSDP or broker, as the case may be,
of acceptance of the offer as amended,
whichever is the later: Thursday 16 May 2002
Results of the offer, if applicable, are
expected to be published on SENS and
in the press: Thursday 16 May 2002
2. DataMirror Corporation
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.
