Onyx Software Announces Glass Lewis Recommends Vote “For” Proposed Merger With M2M Holdings
BELLEVUE, WA - July 24, 2006 - Onyx® Software Corporation (NASDAQ: ONXS) announced that Glass, Lewis & Co. LLC has recommended that Onyx shareholders vote “FOR” proposal 1, the proposed acquisition of Onyx by M2M Holdings, Inc., at the special meeting of shareholders to be held on August 1, 2006.
In its report dated July 24, 2006 recommending that Onyx shareholders vote for the merger with M2M, Glass Lewis took into account the competing offer made by CDC Corporation (CDC)(NASDAQ:CHINA).
It also noted the “lengthy and rigorous” process followed by Onyx’s board of directors stating, “We commend the board of directors for pursuing a thorough sale process. In response to the unsolicited merger proposal from CDC, the Company engaged external advisors and pursued multiple potentially interested parties in its market check. Notably, CDC was contacted to participate in the sale process though it determined to not participate in the process.”
In discussing the $4.80 cash per share valuation of the M2M proposal, Glass Lewis said “the proposed consideration offers shareholders a fair value.” Glass Lewis further noted, “Though CDC’s offer represents a higher absolute value, considering the inherent risks associated with the tender offer (multiple closing uncertainties), we believe that the proposal fails to offer an adequate premium to cause shareholders to accept the inherent risk of the alternative transaction.”
Glass Lewis also commented “that there are no conflicts of interest in regard to the payments to be received by executives upon closing of the transaction.”
“We are extremely pleased that Glass Lewis recommends that Onyx shareholders vote for the M2M transaction and we encourage our shareholders to vote for the merger with M2M ahead of the special meeting on August 1,” said Janice P. Anderson, chairman and chief executive officer.
Filed under: Onyx
