Solution 6

[Farouk]

This stock has had an interesting week, strong rally last week, then a dump after annual report, then a decent rise over the last couple of days. Does anyone know if GPG are still holding SOH??
Apparently the product is pretty good, they have been hammered by the high Aust dollar, but the future could be onwards & upwards, we hope.

[MeNoBatty]

No doubt GPG had a hand in this....


29 March 2004
MYOB AND SOLUTION 6
ANNOUNCE AGREEMENT TO MERGE
MYOB Limited and Solution 6 Holdings Limited today announced that they have reached agreement
to merge by way of Schemes of Arrangement by Solution 6.
As a result of the proposed merger, Solution 6¡¦s Accounting and Compliance business and training
operations will be combined with MYOB. The merged group will have leading positions in Australia
and New Zealand in the provision of business software solutions to small-medium enterprises (SME)
and accounting practices. The combination of operations across Asia Pacific, USA and Europe will
create an exciting platform for global revenue growth.
MYOB will offer 0.55 MYOB shares for each Solution 6 share it does not already own after distribution
by Solution 6 of up to 20.7 cents per share ($52.7 million) in surplus cash to its shareholders by way
of capital return. The exact quantum of the capital return will be determined following completion of
the separate sale of Solution 6¡¦s Professional and Enterprise divisions announced today (see
Attachment C). MYOB will participate in Solution 6¡¦s capital return in its capacity as a current holder
of 12.6% of the issued shares in Solution 6. The capital return will be subject to Solution 6
shareholders¡¦ approval.
Based on the MYOB 3 month volume weighted average share price as at close of business on Friday,
26 March 2004 of $1.29, the proposed capital return and merger values Solution 6 at approximately
$233 million or $0.92 per Solution 6 share. This implies a premium of 37% over Solution 6¡¦s 3 month
volume weighted average share price as at 26 March 2004 of $0.67. Based on closing market prices
on 26 March 2004 the premium was 21%.
The Directors of both MYOB and Solution 6 have unanimously endorsed the merger proposal.
Scheme documents are expected to be dispatched to Solution 6 shareholders and optionholders in
May 2004.
Craig Winkler, MYOB Chief Executive Officer said, ¡§the merger will take our well known and
respected brands more strongly into global markets for the benefit of the expanded company¡¦s
customers, employees and investors.¡¨
Guinness Peat Group Plc, the major shareholder in Solution 6, has provided MYOB with a call option
with respect to 7.3% of the shares in Solution 6 that it holds and has indicated to Solution 6 that it
intends to vote in favour of the Scheme of Arrangement. The call option increases the relevant
interest of MYOB in Solution 6 from its current 12.6% direct holding to 19.9% (see Attachment B).
The offers are subject to conditions, including competition regulatory approval in Australia and New
Zealand, completion of the sale of Solution 6¡¦s Professional and Enterprise divisions and Solution 6¡¦s
proposed capital return.
It is intended that invitations will be extended to two Solution 6 non-executive directors to join the
Board of Directors of MYOB following completion of the merger.
Current MYOB shareholders will own approximately 67% of the merged company.
Page 2
Merged company highlights
„X Strong combined senior management team, to be led by MYOB CEO, Craig Winkler;
„X Improved product and services mix with more powerful customer support and product
development functions for accounting practices;
„X Continued focus on MYOB SME software and services business, which will benefit from enhanced
global product development strength;
„X Strong platform for international growth (both organic and through acquisition);
„X Substantial synergy benefits (estimated annualised savings in the order of $10-12 million pre tax
within three years) and expected MYOB earnings per share accretion pre goodwill and acquired
IP amortisation within two years;
„X Strong SME revenue growth prospects through expanded accountant-client relationships, the
offering of a wider and improved product/services set across the combined customer group and
international expansion;
„X Strong financial position with no debt and strongly positive operating cash flows;
„X Pro-forma

[tracker]

nice short , altho the market initially was a little unsure held up for a while, thensouth
trade well
tracker