| Tue 28 May 2002, 0:00 | | Datamirror Announcement On Unconditionality Of |
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Datamirror Announcement On Unconditionality Of Offer To Idion Shareholders
DataMirror Corporation BoE Merchant Bank Limited
(a division of BoE Bank Limited)
NOTICE BY BoE MERCHANT BANK, FOR AND ON BEHALF OF 1512630 ONTARIO INC.
("DATAMIRROR"), A WHOLLY OWNED SUBSIDIARY OF DATAMIRROR CORPORATION TO IDION
TECHNOLOGY HOLDINGS LIMITED ("IDION") SHAREHOLDERS DECLARING THE FINAL
INCREASED CASH OFFER OF DATAMIRROR UNCONDITIONAL
UNCONDITIONALITY OF DATAMIRROR OFFER
BoE Merchant Bank is authorised to announce that DataMirror hereby declares
the final increased cash offer to Idion shareholders of R1,80 per ordinary
Idion share dated 07 May 2002 ("the final increased cash offer")
unconditional in terms of the Securities Regulation Panel`s Code on
Takeovers and Mergers ("the SRP Code").
The conditions contained in clause 9 of the original offer by DataMirror
dated 26 March 2002 ("the original offer") as amended by the revised offer
dated 18 April 2002 ("the revised offer") and which, until now, applied to
the final increased cash offer are hereby waived and the final increased
cash offer is therefore no longer:
conditional upon DataMirror receiving valid acceptances which will result in
it holding 50% plus one share of the Idion issued share capital; or
subject to the Material Adverse Change conditions.
Idion shareholders who have any queries concerning the declaration of
unconditionality as to acceptances by DataMirror may contact DataMirror`s
appointed Information Agents, Georgeson Shareholder Communications on the
following toll free helpline: 0800 202 360.
OFFER PERIOD
As a result of the final increased cash offer now being unconditional the
offer period is hereby extended until notice of termination of the final
increased cash offer is given by DataMirror in accordance with the SRP Code.
Idion shareholders will therefore be notified in a further announcement of
the applicable closing date.
ENTITLEMENTS AND LEVELS OF ACCEPTANCES
As at 25 March 2002, being the latest date prior to the commencement of the
offer period, DataMirror held 18 666 521 Idion shares representing 16,58% of
the issued share capital of Idion.
DataMirror has, during the offer period, acquired 20 971 229 Idion shares
representing 18,6% of the issued share capital of Idion.
As at 27 May 2002, being the latest date prior to the issue of this
announcement, DataMirror has received acceptances in respect of 1 644 429
Idion shares in terms of the original offer, the revised offer and/or the
final increased cash offer.
As at 27 May 2002, being the latest date prior to the issue of this
announcement, DataMirror held 39 637 750 Idion shares representing 35,2% of
the issued share capital of Idion. Together with acceptances, DataMirror
accordingly holds approximately 36,7% of the issued share capital of Idion a
at 27 May 2002.
REGULATORY APPROVALS
The final increased cash offer remains subject to such 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:
Original 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 to be announced
cash offer
Securities trade ex-offer to be announced
Closing date to be announced
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 Wednesday 29 May 2002
broker, as the case may
be, of acceptance of the
final increased cash offer
from
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, the revised offer and
the final increased cash offer will continue to apply and to be of force and
effect.
JOHANNESBURG TORONTO
Date :28 May 2002 Date:28 May 2002
Lead Corporate Advisor
BoE Merchant Bank
Joint Corporate Advisor
RiverBank Corporate Finance
Limited
Legal Advisors
Cliffe Dekker Inc.
Information Agent
Georgeson Shareholder
