Sliedrecht, 19 February 2014 – UNIT4 N.V. (“UNIT4”) announces that the general meeting of UNIT4 voted in favour of all resolutions during the Extraordinary General Meeting of Shareholders ("EGM") that was held today. 36,7% of UNIT4's total issued and outstanding share capital was present or represented at the EGM.
The following resolutions, all of which relate to the public offer by AI Avocado B.V. (the "Offeror"), a company ultimately indirectly controlled by funds advised and managed by Advent International Corporation ("Advent"), for all the issued and outstanding ordinary shares in the capital of UNIT4 (the "Offer"), were approved:
• amendment of the Articles of Association of UNIT4 as per the Settlement Date;
• (re-)appointment of Mr Leo Apotheker, Mr Bret Bolin, Mr Fred Wakeman, Mr John Woyton, Mr Bram Grimmelt and Mr Frank Rövekamp as non-executive directors of UNIT4 as per the Settlement Date;
• acceptance of the resignation and granting of full discharge to Mr Philip Houben, Mr Rob Ruijter and Ms Nikki Beckett for their functioning as members of the Supervisory Board / non-executive directors of the Board until the date of the EGM, effective as per the Settlement Date; and
• discharge from liability of Mr Chris Ouwinga, Mr Jose Duarte, Mr Edwin van Leeuwen and Mr Frank Rövekamp for their functioning as members of the Board of Directors / member of the Supervisory Board / members of the Board until the date of the EGM, effective as per the Settlement Date,
all conditional to the Offer being declared unconditional.
Holders of shares in the capital of UNIT4 have the opportunity until 28 February 2014 17:40 hours CET to tender their shares under the Offer, unless the offer period is extended.
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 20 December 2013. In addition, UNIT4 has made available the Position Statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer.
Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.
Copies of the Offer Memorandum are available free of charge at the offices of UNIT4 and the Paying and Exchange Agent and can be obtained by contacting the Offeror, UNIT4 or the Paying and Exchange Agent.
Digital copies of the Offer Memorandum are available on the websites of UNIT4 (www.unit4.com) and Advent (www.adventinternational.com). The UNIT4 and Advent websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement are available on the website of UNIT4 (www.unit4.com).
For more information
Tel: +31 (0) 1844 44444
Chris Ouwinga, Chairman of the Board
José Duarte, CEO
Edwin van Leeuwen, CFO
About UNIT4 – www.unit4.com
UNIT4 is a global cloud-focused business software company aimed at helping dynamic public sector and commercial services organizations to embrace change simply, quickly and cost effectively in a market sector it calls 'Businesses Living IN Change' (BLINC)™. UNIT4 incorporates a number of the world’s leading change embracing software brands including Agresso, the flagship ERP suite for mid-sized services intensive organizations; Coda, the best-of-class financial management software; and FinancialForce.com, the cloud applications company formed with investment from Salesforce.com.
With operations in 26 countries across Europe, North America, Asia Pacific and Africa and sales activities in several other countries, UNIT4's revenue was EUR 469.8 million in 2012.
UNIT4 is headquartered in Sliedrecht, the Netherlands and has over 4,300 employees. It is listed on Euronext Amsterdam and is included in the Amsterdam Midcap Index (AMX).