Glass Lewis Recommends Shareholders Vote ''FOR'' Geac's Slate of Directors; Ontario Teachers' Pension Plan Also Supports Geac Bo
September 07 2005 - 10:58AM
Business Wire
Geac Computer Corporation Limited (TSX: GAC and NASDAQ: GEAC) today
announced that Glass Lewis & Co., a leading independent proxy
advisory firm, has recommended that its clients vote to elect
Geac's slate of nominees to the Company's Board of Directors. In
addition, a significant Geac shareholder, the Ontario Teachers'
Pension Plan ("OTPP"), an independent corporation with net assets
of approximately $88 billion that is responsible for investing the
fund's assets and administering the pensions of Ontario's 158,000
elementary and secondary school teachers and 101,000 retired
teachers, has said publicly that it will vote for all of Geac's
Board nominees. Geac's Board nominees last week received the
recommendation of Institutional Shareholder Services Canada ("ISS
Canada"). All of Geac's eight current directors are standing for
reelection at the Company's annual meeting on September 13, 2005.
Glass Lewis stated in its report, "We believe the Company has
demonstrated its ability to create real value for shareholders,
particularly since the management change in August 2003. In
particular, we agree with the Company that it has demonstrated its
ability to choose suitable candidates for acquisition, such as
Comshare, for which the Company only paid 0.66 times revenue. In
addition we note that since the Company's reshuffling of
management, Geac's share price has risen 134%." The Glass Lewis
report continues, "We do not believe the dissident nominees have
demonstrated sufficient cause for removing the incumbent directors.
While we understand that Crescendo has some apprehension regarding
the sudden availability of a large amount of cash and credit, we
believe the board has demonstrated its ability to effectively
pursue strategic and accretive business opportunities. It is, in
fact, the Company's commendable performance over the past two years
that has generated a good chunk of the available capital.
Furthermore, we find the withdrawal of Crescendo's previous
nominee, Gerry Smith, to be somewhat troubling. The abrupt change
of nominees calls into question whether a suitably rigorous process
was utilized by Crescendo to identify appropriate candidates.
Accordingly, we recommend that shareholders vote FOR all management
nominees, and NOT VOTE the dissident "gold" card. " C. Kent
Jespersen, Non-Executive Chairman of Geac, said, "This endorsement
from Glass Lewis comes on the heels of a similar endorsement that
we received last week from ISS Canada. The fact that both Glass
Lewis and ISS Canada have recommended our nominees, and that
Ontario Teachers' Pension Plan is voting for our full slate, are
resounding acknowledgments that this Company and its Board are
working in the best interests of shareholders." Crescendo has
targeted two of the current Geac Board members, Michael D. Marvin
and Robert L. Sillcox, to be replaced by dissident nominees. The
Board believes these two directors have extensive, highly relevant
experience and have made invaluable contributions to Geac. Geac's
current Board members collectively have extensive industry and
corporate governance experience and are dedicated to supporting
Geac's success through responsible and well-considered strategic
actions that create and return value to all shareholders. Geac
encourages shareholders to vote to reelect Geac's slate of eight
directors. Shareholders can vote by phone, internet or mail, and
instructions can be found on the white proxy form. If shareholders
have questions about voting, they can contact Geac's proxy
solicitor, Georgeson Shareholder Communications, toll-free at (866)
765-7561. About Geac Geac is a leading global provider of software
and services for businesses and governmental bodies providing
customers with financial and operational technology solutions to
optimize their financial value chain. Further information is
available at http://www.geac.com or through email at info@geac.com.
This press release contains forward-looking statements of Geac's
intentions, beliefs, expectations and predictions for the future.
These forward-looking statements often include use of the future
tense with words such as "will," "may," "intends," "anticipates,"
"expects" and similar conditional or forward-looking words and
phrases. These forward-looking statements are neither promises nor
guarantees. They are only predictions that are subject to risks and
uncertainties, and they may differ materially from actual future
events or results. Geac disclaims any obligation to update any such
forward-looking statements after the date of this release. Among
the risks and uncertainties that could cause a material difference
between these forward-looking statements and actual events include,
among other things: our ability to increase revenues from license
sales, cross-sell into our existing customer base and reduce
customer attrition; whether we can identify and acquire synergistic
businesses and, if so, whether we can successfully integrate them
into our existing operations; whether we are able to deliver
products and services within required time frames and budgets to
meet increasingly competitive customer demands and performance
guarantees; risks inherent in fluctuating international currency
exchange rates in light of our global operations and the
unpredictable effect of geopolitical world and local events;
whether we are successful in our continued efforts to manage
expenses effectively and maintain profitability; our ability to
achieve revenue from products and services that are under
development; the uncertain effect of the competitive environment in
which we operate and resulting pricing pressures; and whether the
anticipated effects and results of our new product offerings and
successful product implementation will be realized. These and other
potential risks and uncertainties that relate to Geac's business
and operations are summarized in more detail from time to time in
our filings with the United States Securities and Exchange
Commission and with the Canadian Securities Administrators,
including Geac's most recent quarterly reports available through
the website maintained by the SEC at www.sec.gov and through the
website maintained by the Canadian Securities Administrators and
the Canadian Depository for Securities Limited at www.sedar.com.
Geac is a registered trademark of Geac Computer Corporation
Limited. All other marks are trademarks of their respective owners.
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