Home » MRO Software offers to purchase Datastream Systems
MRO Software offers to purchase Datastream Systems
December 20, 2001
able to create multiple market synergies, such as upsell opportunities into each company's customer base, and a unified e-Commerce "pull". Based on currently available information, MRO proposes to acquire all outstanding Datastream common stock at a fixed price of $6 per share, consisting of $5 in our stock and $1 in cash. We would expect that the transaction would be treated as a tax-free reorganization in most circumstances, thereby providing tax-deferred treatment for the stock portion of the consideration. We would consider increasing our offer if, in the course of our discussions, you demonstrate that there is increased value to MRO in the proposed transaction.
As part of the transaction, we propose to execute employment agreements with appropriate key employees, and to appoint Larry Blackwell to MRO's Board of Directors.
To effect the transaction, we would commence an exchange offer for all of Datastream's outstanding common stock followed by a merger at the same per share price. We expect that the transaction could be consummated within eight weeks of the execution of definitive transaction documentation. Because the cash portion of the transaction would be financed entirely through MRO's existing cash reserves, our offer is not subject to any financing contingency. We are prepared to begin discussions with you immediately.
As is customary, our proposal is subject to completion of a brief, confirmatory due diligence review, the redemption of all rights issuable under your recently enacted rights plan, the negotiation of definitive documentation and compliance with applicable regulations.
The Board of MRO has unanimously approved this proposal and authorized us to proceed immediately. Our intent is to promptly conclude a transaction that should be enthusiastically supported by you, your Board of Directors, and Datastream's shareholders. Should you decline to enter into negotiations with us, we reserve the right to take our offer directly to your shareholders.