| Tue 7 May 2002, 0:00 | | Datamirror Final Increase Of Offer Price To Idion |
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DataMirror Corporation BoE Merchant Bank Limited
a division of BoE Bank Limited)
A FINAL INCREASED CASH OFFER PRICE 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
INTRODUCTION
BoEMB is authorised to announce that DataMirror wishes to finally increase
its offer price to all Idion shareholders ("the final increased cash
offer").
Idion shareholders who have any queries concerning the final increased cash
offer may contact DataMirror's appointed Information Agents,
Georgeson Shareholder Communications on the following toll free
helpline: 0800 202 360.
FURTHER REVISION OF TERMS OF THE OFFER
Offer Consideration
The final increased cash offer consideration is R1,80 per Idion
share and wherever the offer price of R0,65 per share appears in the
original offer dated 26 March 2002 ("the original offer") and R1,20
appears in the revised offer dated 18 April 2002 ("the revised
offer"), it is deemed to have been amended and replaced with a cash
offer consideration of R1,80.
The final increased cash offer values Idion at R202 653 761and represents
a premium of :
approximately 177% to the offer price of R0,65 per Idion share as per the
original offer;
approximately 78% to the trade weighted average price during the period 18
March 2002 to 6 May 2002 (being the latest date prior to the issue of the
final increased cash offer; and
approximately 22% to the last closing price of R1.48 per Idion share as at
6 May 2002, being the latest date prior to the issue of the final increased
cash offer.
Conditions of Offer
The final increased cash offer continues to be conditional upon
DataMirror receiving valid acceptances which will result in it holding
50% plus one share of the Idion issued share capital. DataMirror
reserves the right to waive this condition at any time prior to and
including the closing date in its sole discretion.
Offer Period
The offer period is extended for a minimum period of 21 (twenty one)
days from the date hereof and may be further extended in accordance
with the Rules of the Securities Regulation Code. The revised salient
dates are set out in paragraph 8 below.
RATIONALE FOR THE FINAL INCREASED CASH OFFER
Since DataMirror first announced its firm intention to make an offer to
acquire Idion, new information regarding Idion has become available.
DataMirror has considered this information and has also had the opportunity
to meet with major institutional shareholders to discuss their views on
Idion.
DataMirror specifically notes management's profit forecasts as published
during the offer period and it continues to view these forecasts as
optimistic for the reasons stated in the revised offer. In addition, the
technology market in North America, in which Idion operates, remains soft as
evidenced by an approximate 15% decline in the NASDAQ since 18 March 2002,
the day on which DataMirror's firm intention to make an offer was announced.
Idion is not immune to this downturn.
DataMirror believes that the final increased cash offer price represents a
significant control premium to Idion's intrinsic value. DataMirror is
prepared to offer such a premium to Idion shareholders only if it is able to
acquire control of Idion.
DataMirror believes that it is in the best interests of Idion shareholders
to accept the final increased cash offer for the following reasons:
the financial figures presented in Idion's responses are selective and
shareholders remain unable to assess the actual financial position and
performance of Idion. Furthermore, in terms of the announcement by Idion
dated 6 May 2002, its auditors state that -
"In our opinion :
* the assumptions, barring unforeseen circumstances, provide a re
basis for the preparation of the forecasts;
* the forecasts have been properly compiled on the basis of the
assumptions; and
* the forecasts are presented on a basis consistent with the acco
policies adopted by Idion.
Since the profit forecasts are based on assumptions concerning
future events, actual results may vary from the forecasts which
have been presented and the variations may be material.
Accordingly, we express no opinion on whether or not the
forecasts will be achieved."
DataMirror considers Idion's assumption that new licence sales will
return to levels achieved in the 2000 financial year as unlikely
given the prevailing market conditions;
the final increased cash offer price represents certain cash
value now and places an attractive valuation on Idion.
The current market price of Idion shares largely results from speculation
surrounding DataMirror's bid, rather than the strength of Idion's business.
Should the final increased cash offer not result in DataMirror acquiring a
control position, DataMirror may allow the offer to lapse in which event
Idion shareholders will not be entitled to the final increased cash offer
price of R1,80 per Idion share and the share price may recede to the levels
at which it was trading prior to the commencement of the DataMirror offer.
CONDITIONS PRECEDENT
All the conditions precedent contained in the revised offer will
continue to be of force and effect. DataMirror reserves the right to
waive the conditions precedent at any time prior to and including the
closing date in its sole discretion.
CONFIRMATION OF OFFER CONSIDERATION
BoEMB has confirmed to the satisfaction of the Securities Regulation
Panel that DataMirror has sufficient cash resources available to honour
its commitments in terms of the final increased cash offer.
ENTITLEMENTS AND LEVELS OF ACCEPTANCES
All Idion shareholders who have accepted the original offer of 65 cents per
Idion share and/or the revised offer of 120 cents per Idion share
shall, subject to their fulfilment or waiver by DataMirror of the
conditions precedent, be entitled to the benefits of the final
increased cash offer, as specified herein. BoEMB has as at 6 May
2002, being the latest date prior to the issue of the final
increased cash offer, received acceptances in respect of 247 588
Idion shares in terms of the original offer and/or the revised
offer.
As at 6 May 2002, being the latest date prior to the issue of the final
increased cash offer, DataMirror held 18 825 481 Idion shares
representing 16,72% of the issued share capital of Idion.
REGULATORY APPROVALS
The final increased cash 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 the final increased cash
offer.
REVISED TIMETABLE
The amended salient dates will now be as follows:
Offer opened Tuesday 26 March 2002
Last day to trade on the
JSE for
shareholders who wish to be
eligible to accept the
final increased cash offer Tuesday 21 May 2002
Securities trade ex-offer Wednesday 22 May 2002
Closing date * Tuesday 28 May 2002
Offer consideration posted
or transferred within 5
business days of the final
increased cash 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 final
increased cash offer,
whichever is the later From Wednesday 29 May 2002
If applicable, and assuming
that the offer becomes
unconditional as to
acceptances, the earliest
date on which the final
increased cash offer
closes, on which date such
results will be published
on SENS and in the press Wednesday 29 May 2002
The earliest date on which
the results of the final
increased cash offer, if
applicable, are expected to
be published on SENS and in
the press, where the final
increased cash offer has
not become unconditional as
to acceptances Tuesday 11 June 2002
* This date may be further extended in accordance with the Rules of the
Securities Regulation Code.
Dematerialised shareholders are required to notify their duly appointed CSDP
or Broker of the acceptance of the final increased cash offer in the manner
and time stipulated in the agreement governing the relationship between the
shareholder and his/her CSDP or Broker.
ORIGINAL OFFER
Save as amended hereby the definitions, provisions, terms and conditions
as they are contained and appear in the original offer and the revised
offer will continue to apply and to be of force and effect in respect of
the final increased cash offer.
The final increased cash offer will be posted to Idion shareholders on
Wednesday 8 May 2002.
JOHANNESBURG TORONTO
Date : _7 May Date:7 May
2002_____________________ 2002_______________________
________________________ __
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This announcement is released by the JSE in the interest of shareholders
