CEYONIQ AG
Ad hoc-Service: CE Computer Equipment AG engl
Ad-hoc announcement sent by DGAP.
The sender is solely responsible for the contents of this announcement.
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CE Computer Equipment AG and TREEV, Inc. announce allocation of merger
consideration and extension of exchange offer
Bielefeld, Germany and Herndon, Virginia, December 27, 2000 – CE Computer
Equipment AG and TREEV, Inc. today announced the allocation among the
TREEV stockholders, optionholders and warrantholders of the ordinary
shares to be issued by CE in its pending acquisition of TREEV. A special
meeting of TREEV’s common stockholders will be held on December 28, 2000
to vote on the merger.
Pursuant to the merger agreement governing the transaction, CE will issue
up to 6,650,000 ordinary shares, which may be in the form of American
Depositary Shares. The CE ordinary shares will be issued to TREEV’s
stockholders in the merger between TREEV and a wholly owned subsidiary of
Aspen Merger Corporation (which is acting as agent for CE) and to TREEV’s
optionholders and warrantholders in the exchange offer being made to them
by CE.
An aggregate of 1,145,457 CE ordinary shares have been allocated to TREEV’s
optionholders and warrantholders in the exchange offer. This number was
calculated pursuant to the merger agreement by dividing $17,921,937.72,
the aggregate “fair value” as of November 6, 2000 (the record date for the
TREEV stockholders meeting) of the TREEV options and warrants currently
outstanding, by $15.646, the average closing price per CE ordinary share
as reported on the Neuer Markt segment of the Frankfurt Stock Exchange
during the period beginning on December 1, 2000 and ending on December 21,
2000 converted into U.S. dollars at the average noon buying rate of the
Federal Reserve Bank of New York for cable transfers in Euros during such
period.
Pursuant to the merger agreement, the remaining 5,504,543 CE ordinary shares
will be issued to TREEV’s common stockholders and preferred stockholders in
the merger. The average closing price per TREEV common share as reported on
the Nasdaq National Market during the period beginning on December 4, 2000
and ending on December 22, 2000 was $3.735. Based on that average closing
price, and assuming that immediately prior to the merger there are 1,605,025
TREEV preferred shares and 16,432,126 TREEV common shares outstanding (the
numbers outstanding as of December 22, 2000), each TREEV preferred share
would be converted into the right to receive approximately .639 of a CE
ordinary share and each TREEV common share would be converted into the right
to receive approximately .272 of a CE ordinary share. The final exchange
ratios will not be determinable until the time of the closing, and will
depend upon the number of TREEV preferred shares and TREEV common shares
then outstanding.
In addition, CE and TREEV agreed today announced that CE is extending its
offer to acquire all TREEV employee stock options and TREEV warrants to
acquire shares of TREEV common stock to 5:00 p.m., New York time, on January
19, 2001. The offer was previously scheduled to expire at 5:00 p.m., New
York time, on January 2, 2001. As a consequence of the extension of the
expiration date, holders of TREEV employee stock options and TREEV warrants
may tender or withdraw options and warrants until 5:00 p.m., New York time,
on January 19, 2001, unless the offer is further extended. Based on the
latest count of tendered options and warrants, approximately 305,124 TREEV
employee stock options and 118,500 TREEV warrants have been tendered and not
withdrawn pursuant to the exchange offer, representing approximately 11.7% of
the outstanding TREEV employee stock options and 12.3% of the outstanding
TREEV warrants.
The exchange offer is being made through, and the foregoing is qualified in
its entirety by reference to, the proxy statement/prospectus of CE and TREEV,
dated November 22, 2000, and the related letter and acceptance form which
were sent to all TREEV optionholders and warrantholders.
Subject to the satisfaction or waiver of the conditions to closing, CE and
TREEV currently expect to consummate the merger on or about January 22, 2001.
As soon as possible after the merger, Aspen Merger Corporation and CE will
complete the contribution of the shares of the surviving corporation of the
merger to CE against the issuance by CE of ordinary shares. As a result of
the merger and the share contribution, TREEV will become a wholly owned
subsidiary of CE.
Your contacts:
CE Computer Equipment Aktiengesellschaft
Kerstin Senk, Manager Investor Relations
Herforder Straße 155a, D-33609 Bielefeld
Phone: +49 (0)521/93 18-288 Fax: +49 (0)521/93 18-111
E-mail: k.senk@ce-ag.com
TREEV, Inc.
Brian Hajost, Executive Vice President
13900 Lincoln Park Drive
3rd Floor
Herndon, Virginia 20171
Phone: +1 703 904 3185 Fax: +1 703 708 1546
E-mail: bhajost@treev.com
Investors are urged to read the proxy statement/prospectus that was filed with
the Securities and Exchange Commission by CE Computer Equipment and TREEV in
connection with the merger and the exchange offer, because it contains
important information. Investors may obtain a free copy of the proxy
statement/prospectus at the Commission’s website: http://www.sec.gov.
Investors may also obtain a free copy of the proxy statement/prospectus by
contacting Investor Relations at TREEV at: +1 703-476-2260, 13900 Lincoln Park
Drive, 3rd Floor, Herndon, Virginia 20171 or investor@treev.com.
STATEMENTS MADE IN THIS RELEASE THAT STATE THE BELIEFS OR EXPECTATIONS OF CE
COMPUTER EQUIPMENT, TREEV OR THEIR RESPECTIVE MANAGEMENTS AND WHICH ARE NOT
HISTORICAL FACTS OR WHICH APPLY PROSPECTIVELY ARE FORWARD-LOOKING STATEMENTS.
IT IS IMPORTANT TO NOTE THAT ACTUAL RESULTS AND EVENTS COULD DIFFER MATERIALLY
FROM THOSE CONTAINED IN OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
End of Message
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