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| December 23, 2009 07:00 AM EST | Reads: |
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Actuate Corporation ("Actuate") (NASDAQ:ACTU), the people behind BIRT™, and Xenos Group Inc. ("Xenos") (TSX:XNS), the market-leading provider of high-performance software solutions that deliver a superior Return on Information™, today announced the mailing to shareholders of Actuate's offer and takeover bid circular and Xenos' directors' circular, each dated December 23, 2009, and related documents in connection with the previously announced offer (the "Offer") by Actuate to purchase all of the issued and outstanding common shares of Xenos at a price per share of CAD$3.50 in cash.
Pursuant to a lock-up agreement dated December 8, 2009, Xenos shareholders holding approximately 48% of the outstanding shares (45% on a fully-diluted basis) have agreed to tender their shares to the Offer. The Offer will be open for acceptance until 5:00 p.m. (Eastern Time) on February 1, 2010, unless the Offer is extended by Actuate.
The Board of Directors of Xenos, upon consultation with its financial and legal advisors, has unanimously determined that the consideration to be received by Xenos shareholders under the Offer is fair from a financial point of view, and that the Offer is in the best interests of Xenos and accordingly, has unanimously recommended that Xenos shareholders accept the Offer and deposit their shares under the Offer.
Details of the Offer are contained in the takeover bid circular. The Offer and takeover bid circular, the directors' circular of Xenos, letters of transmittal and notices of guaranteed delivery will be available at the Canadian Securities Administrators' website at www.sedar.com, and may also be obtained from the Depositary for the takeover bid, as set forth in the takeover bid circular.
Actuate – the people behind BIRT
Actuate founded and continues to co-lead the Eclipse BIRT open source project. BIRT is the premier development environment for Rich Information Applications that present data in compelling and interactive ways via the web on any device. Actuate and its people are dedicated to making BIRT the best environment for our customers to develop Web 2.0 applications that drive revenue through higher customer satisfaction/loyalty and improve operational performance. The people of Actuate continually participate in and provide resources for the vibrant open source community that has emerged around BIRT. Anybody can participate in the BIRT movement by visiting www.birt-exchange.com.
Actuate offers value-add BIRT products and services that speed the development process and bring additional functionality, interactivity and enterprise scalability to BIRT-based Rich Information Applications. Actuate has over 4,400 customers globally in a diverse range of business areas including financial services and the public sector. Founded in 1993, Actuate is headquartered in San Mateo, California, with offices worldwide. Actuate is listed on NASDAQ under the symbol ACTU. For more information, visit the company's web site at www.actuate.com.
Xenos Group Inc.
Xenos is the market-leading provider of high-performance software solutions that deliver a superior Return on Information™ by Streamlining Enterprise Information Supply Chains™. The company's solutions, based on the scalable Xenos Enterprise Server™ and its components, process, extract, transform, repurpose and personalize high volumes of data and documents for storage, real-time access, ePresentment, printing and delivery in numerous formats across multiple channels. By readily repurposing, integrating with and extending the business value of existing technology, infrastructure and business applications, Xenos solutions empower organizations to adapt to changing market demands. They also improve operational efficiency, enhance business processes, reduce risk for compliance management and increase employee productivity with lowered total cost of ownership both for the enterprise and for its customers. Xenos supports Green IT initiatives by empowering organizations to "Reduce Reuse Recycle" information resources.
Xenos customers are among the largest organizations worldwide, spanning numerous industries including financial services and insurance. Xenos has offices in Canada, the United States, the United Kingdom and France and a global partner network. For more information, visit www.xenos.com.
Cautionary Note Regarding Forward Looking Statements: The statements contained in this press release relating to Actuate and the Offer that are not purely historical are forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These include statements regarding Actuate's expectations, beliefs, hopes, intentions or strategies regarding the future, including the timing, financing and performance of the acquisition. All such forward-looking statements are based upon information available to Actuate as of the date hereof, and Actuate disclaims any obligation to update or revise any such forward-looking statements based on changes in expectations or the circumstances or conditions on which such expectations may be based. Actual results could differ materially from Actuate's current expectations. Factors that could cause or contribute to such differences include, but are not limited to, the timing of and/or the satisfaction of closing conditions, quarterly fluctuations in revenues, other operating results and cash flows, our ability to successfully integrate the acquisition, general economic and geopolitical uncertainties and other risk factors that are discussed in Actuate's Securities and Exchange Commission filings, specifically Actuate 2008 Annual Report on Form 10-K filed on March 12, 2009.
Certain statements made in this press release relating to Xenos and the Offer are forward-looking within the meaning of certain securities laws. Such forward-looking statements are based on a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Xenos or developments in Xenos' business or its industry to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Xenos urges you not to place undue reliance on these estimates, opinions and projections. Xenos assumes no obligation to update forward-looking statements if assumptions or these plans, estimates, opinions or projections should change.
Copyright © 2009 Actuate Corporation. All rights reserved. Actuate and the Actuate logo are registered trademarks of Actuate Corporation and/or its affiliates in the U.S. and certain other countries. All other brands, names or trademarks mentioned may be trademarks of their respective owners.
Published December 23, 2009 Reads 466
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