Announcement By Idion On Datamirror's Final Increa
A final increased cash offer from a wholly owned subsidiary of DataMirror
Corporation (collectively "DataMirror") was issued on SENS on 7 May 2002
("the final offer").
Summary of the final offer
In summary, the original and revised offer has been amended, inter alia, as
follows:
1. the offer consideration was increased from 65 cents to 120 cents per
IDION share and is now increased in the final offer to 180 cents per IDION
share;
2. the minimum number of IDION shares required for the revised and final
offers to proceed (which requirement can be waived by DataMirror) was
reduced from 90% of the shares not already owned by DataMirror to 50% plus 1
share of IDION's total issued share capital; and
3. the closing date for the final offer has been extended from 15 May 2002
to 28 May 2002.
In both the Circular of 9 April 2002 and the Announcement of 24 April 2002,
shareholders were advised that".THE BOARD RECOMMENDS THAT YOU REJECT THE
DATAMIRROR OFFER ...", based in each instance on the independent advice of
PricewaterhouseCoopers Corporate Finance and the independent committee of
non-executive directors.
Management within IDION and its subsidiaries who are shareholders of
approximately 44% of the issued share capital of IDION and other
shareholders (including institutional investors) holding a further 9%
thereof have irrevocably undertaken to reject the revised offer so long as
the independent committee concludes that such offer is not fair and
reasonable.
On 6 May 2002, shareholders were advised that the auditors of IDION,
Deloitte & Touche, had reported on the statements deemed to be profit
forecasts and the profit forecast and that, in their "opinion:
* the assumptions, barring unforeseen circumstances, provide a reasonable
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 accounting
policies adopted by IDION."
Notwithstanding comments made by DataMirror in the final offer, the Board is
satisfied that the assumptions underlying the forecasts have been made with
due consideration and taking account of current market conditions. Various
other statements contained in the final offer are regarded as subjective and
will be subjected to further comment in due course.
The final offer from DataMirror has been referred to the independent
committee of non-executive directors of IDION and IDION's independent
adviser, PricewaterhouseCoopers Corporate Finance (Pty) Ltd, for their
assessment and advice. Once the Board receives such advice, which is
expected to be by no later than 17 May 2002, it will communicate the
substance thereof to IDION shareholders, in a form and manner approved by
the Securities Regulation Panel.
Johannesburg
7 May 2002
Joint corporate adviser and sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Joint corporate adviser
Corpcapital Corporate Finance
Auditors
Deloitte & Touche
Legal adviser
Bowman Gilfillan Inc.
Independent adviser
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
