Home » MRO Software offers to purchase Datastream Systems
MRO Software offers to purchase Datastream Systems
December 20, 2001
Datastream personnel necessary for the combination to succeed, difficulties integrating the products or technologies of the two companies and providing migration paths for customers, difficulties in effectively distributing the two companies' products through the combined sales force and channels, difficulties in retaining Datastream's existing customers and revenue streams, difficulties in achieving market or operational synergies, liabilities of Datastream that that are neither currently known nor disclosed before the acquisition is consummated, the termination of contracts for supply by key vendors of Datastream (including suppliers of technology) as a result of the transaction, and those reasons discussed in the section "Factors Affecting Future Performance" in our most recent Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF DATASTREAM SYSTEMS, INC. DATASTREAM'S STOCKHOLDERS ARE URGED TO READ THE RELEVANT EXCHANGE OFFER DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. AT THE TIME THE OFFER, IF ANY, IS COMMENCED, MRO SOFTWARE, INC. WILL FILE EXCHANGE OFFER MATERIALS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND DATASTREAM WILL FILE A RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION, WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS, AS WELL AS THE RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF DATASTREAM AT NO EXPENSE TO THEM. THE EXCHANGE OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS FILED WITH THE COMMISSION) AND THE RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE FOR FREE AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV .
Attachment December 20, 2001
Mr. Larry Blackwell Chairman of the Board, Chief Executive Officer and President Datastream Systems, Inc. 50 Datastream Plaza Greenville, SC 29605
Dear Larry: On behalf of MRO Software, Inc. ("MRO"), I am pleased to submit the enclosed offer to acquire Datastream Systems, Inc. ("Datastream"). As you know, we at MRO were extremely disappointed when you terminated discussions with us earlier this month regarding a potential transaction between us. We continue to believe that the combination of our two companies offers compelling strategic benefits for our businesses as well as undeniable value and liquidity for your shareholders. In this regard, you should consider that:
(i) The revenue and operating pre-tax synergies to be derived from the combination of our businesses are substantial, which we conservatively estimate at between $7.5 million and $15 million on an annual basis.
(ii) The transaction should be accretive on a revenue per share basis, providing the potential for pro forma price appreciation because Datastream's operating components of the combined company's results should be valued at the significantly higher forward revenue multiple which MRO enjoys.
(iii) Our stock enjoys a greater than 8 times higher average daily trading volume than Datastream's common stock over the past 15 days. (iv) The proposed price represents a 45% premium over the past 15-day average closing price of your stock.
(v) The combined company would have a strong and expanded platform from which to address new and existing markets, allowing diversification of revenue streams and accelerated growth.