CDC Software Corporation (NASDAQ: CDCS), a global provider of
enterprise software applications and services, today announced that
it has withdrawn its offer to acquire Chordiant Software, Inc. and
has sold its entire holdings in the company, representing
approximately 1.3 percent of Chordiant’s 30.4 million shares
outstanding.
As previously reported, CDC Software announced its intention to
sell its holdings after Chordiant issued a press release rejecting
CDC Software’s offer to acquire all the outstanding shares of the
company.
Peter Yip, CEO of CDC Software stated, “Our announcement today
not only reflects our disappointment in Chordiant’s decision, but
also our frustration in the company’s lack of good faith efforts to
open up a dialogue with us. In contrast to Chordiant’s statement in
its press release, CDC Software attempted to meet Chordiant
management on multiple occasions to discuss how CDC Software
believes it could have helped improve the performance of Chordiant,
which could have ultimately added value for their shareholders.
Unfortunately, Chordiant management rebuffed each attempt to speak
directly. However, several Chordiant shareholders and analysts
proactively reached out to us in support and stated how they
believed the two companies would be a good fit. In fact, in a SEC
filing earlier this week on January 12, one of Chordiant’s largest
shareholders expressed disappointment over Chordiant’s actions on
the proposal and noted that Chordiant should review strategic
alternatives, including potential sales transactions.”*
Yip continued, “Also, we do not believe the several antitakeover
defenses adopted by Chordiant, including Delaware Corporation Law
Section 203, are in the best interest of today’s Chordiant
shareholders. Generally speaking, some leading experts seem to
agree that today’s antitakeover measures, particularly Section 203,
severely limit unsolicited offers and some even question its
constitutionality.”
In summary, Delaware General Corporation Law Section 203
generally prohibits an interested stockholder, which is defined as
the owner of 15 percent or more of the corporation’s voting stock,
or an interested stockholder’s affiliates or associates, from
engaging in certain business combinations with a corporation that
has publicly-traded voting stock, for a three-year period unless,
among other exceptions, approval of the board of directors of the
target company is received.
Yip added, “While we are dissatisfied over Chordiant’s
stonewalling tactics, we believe CDC Software is operating from a
stronger financial foundation and that we are well-positioned to
continue advancing our growth strategy through both organic growth,
as well as synergistic acquisitions of subscale software companies
that we believe would complement and expand our product roadmap and
solution offerings. Earlier this week, we announced that we had
increased our profitability guidance for the second time since it
was originally issued in August 2009. Our increased profitability
metrics were fueled by healthy organic growth, increased
cross-selling opportunities and growth in all of our key vertical
markets. That is why we are moving on to pursue other potential
acquisition targets. Most notably, CDC Software has a successful
track record of integrating subscale software companies by lowering
inflated operating cost structures and driving more cross-sell
synergy to our 6,000 customers globally. All of which helps
position these businesses for organic growth and profitability.
While we could not help Chordiant in this way, we are considering
other companies that we hope are more amenable to engaging in
meaningful discussions that would potentially add value for their
stakeholders.”
About CDC
Software
CDC Software (NASDAQ: CDCS), The Customer-Driven Company™, is a
provider of enterprise software applications and services designed
to help organizations deliver a superior customer experience, while
increasing efficiencies and profitability. CDC Software provides
customers with maximum flexibility in their solutions through
multiple deployment options which best fit their business needs.
Leveraging a service-oriented architecture (SOA), CDC Software
offers multiple delivery options for their solutions such as
on-premise, cloud-based or hybrid (blending of the two options)
deployment offerings. CDC Software’s product suite includes: CDC
Factory (manufacturing operations management), Activplant
(enterprise manufacturing intelligence), CDC Ross ERP (enterprise
resource planning), CDC Supply Chain (supply chain management ,
warehouse management and order management),CDC xAlerts (real-time
supply chain event management), CDC Power (discrete ERP), CDC
eCommerce, CDC NFP/NGO, CDC Pivotal CRM and Saratoga CRM (customer
relationship management), CDC Respond (customer complaint and
feedback management), c360 CRM add-on products, industry solutions
and development tools for the Microsoft Dynamics CRM platform, CDC
HRM (human resources) and business analytics solutions.
These industry-specific solutions are used by more than 6,000
customers worldwide within the manufacturing, financial services,
health care, home building, real estate, wholesale and retail
distribution industries. The company completes its offerings with a
full continuum of services that span the life cycle of technology
and software applications, including implementation, project
consulting, technical support and IT consulting. For more
information, please visit www.cdcsoftware.com.
About CDC Corporation
The CDC family of companies includes CDC Software (NASDAQ: CDCS)
focused on enterprise software applications and services, CDC
Global Services focused on IT consulting services, and outsourced
R&D and application development, CDC Games focused on online
games, and China.com China.com, Inc. (HKGEM:8006) focused on
portals for the greater China markets. For more information about
CDC Corporation (NASDAQ: CHINA), please visit
www.cdccorporation.net.
* Schedule 13-D filed with the SEC on January 12,
2010.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction,
CDC Software Corporation and/or CDC Corporation, or the company,
plans to file with the SEC a registration statement on Form F-4
containing a proxy statement/prospectus and other documents
regarding the proposed transaction. The definitive proxy
statement/prospectus will be mailed to shareholders of Chordiant
Software Inc.
INVESTORS AND SECURITY HOLDERS OF CHORDIANT SOFTWARE INC. ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
CAREFULLY WHEN FILED WITH THE SEC IN THEIR ENTIRETY BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders will be able to obtain free
copies of the registration statement and the proxy
statement/prospectus, when filed, and other documents filed with
the SEC by CDC Corporation and/or CDC Software through the web site
maintained by the SEC at www.sec.gov. Free copies of the
registration statement and the proxy statement/prospectus (when
available) and other documents filed with the SEC can also be
obtained by directing a request to Monish Bahl, Senior Vice
President, Investor Relations 678-259-8510.
CDC Corporation and/or CDC Software and their respective
directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding the CDC Software’s
directors and executive officers is available in its Registration
Statement on Form F-1/A (333-160600), which was filed with the SEC
on August 4, 2009, and in CDC Corporation’s filings made with the
SEC. As of January 5, 2010, CDC Software Corporation owned 392,762
shares of Chordiant Software Inc. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
Statements in this release that are “forward-looking statements”
are based on current expectations and assumptions that are subject
to risks and uncertainties. Actual results could differ materially
because of factors such as the company’s ability to achieve the
synergies and value creation contemplated by the proposed
transaction, the company’s ability to promptly and effectively
integrate the businesses of Chordiant Software Inc. and the
company, the timing to consummate the proposed transaction, and the
diversion of management time on transaction-related issues. For
further information regarding risks and uncertainties associated
with business of CDC Corporation and/or CDC Software, please refer
to the “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and “Risk Factors” sections of the
company’s SEC filings, including, but not limited to, its
Registration Statement on Form F-1/A (333-160600), which was filed
with the SEC on August 4, 2009, and/or CDC Corporation’s Annual
Reports on Form 20-F, which was filed with the SEC on June 30,
2009, copies of which may be obtained by contacting the company’s
Investor Relations department at (678) 259-8510 or at CDC
Software’s website at www.cdcsoftware.com or CDC Corporation’s
website at www.cdccorporation.net.
All information in this communication is as of January 14, 2010.
The company undertakes no duty to update any forward-looking
statement to conform the statement to actual results or changes in
the company’s expectations. Historical results are not indicative
of future performance.
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