Actuate to Purchase Xenos

Actuate Corp. and Xenos Group Inc., a provider of software solutions, announced that they have entered into a definitive agreement for Actuate to acquire all of the outstanding common shares of Xenos by way of a take-over bid.

According to a release, Actuate will purchase the Xenos shares at a price of CAD$3.50 per share in cash.

The transaction, the companies noted in a release, has been unanimously approved by the Actuate and Xenos Boards of Directors.

"The market is calling for integrated solutions that enable a wider range of compelling BIRT-based Rich Information Applications that harness untapped content, such as print streams and documents, and combine it with structured data sources," said Pete Cittadini, President and CEO of Actuate. "Adding Xenos to our product set significantly expands the market opportunity for BIRT. By combining Actuate's powerful offerings for building Rich Information Applications with Xenos' synergistic enterprise information supply chain capabilities, we are the first company to turn data and documents into BIRT-based applications."

"This transaction will facilitate the rapid deployment of Xenos' technologies world wide through synergies with BIRT's leading edge applications and access to Actuate's outstanding customer base and sales team," said Stuart Butts, Chairman and CEO of Xenos. "The combination of Xenos Enterprise Server and Actuate's BIRT iServer will offer unique capabilities that will significantly enhance customer experience, deepen understanding of client behaviors and reduce operational costs."

The Offer is subject to customary conditions, including the tender of at least 66 2/3 percent of the outstanding common shares of Xenos. The transaction is expected to close in the first quarter of calendar 2010, according to a release.

Actuate said it anticipates funding the transaction using a combination of cash and borrowings under its existing credit facility. Actuate noted it also anticipates that the transaction will be accretive to Fiscal 2010 non-GAAP earnings.

In connection with the Offer, certain Xenos directors and certain other shareholders representing approximately 48 percent of the outstanding Xenos shares have entered into lock-up agreements with Actuate pursuant to which they have agreed to tender all of their Xenos shares to the Offer.

The Xenos Board of Directors said it has received an opinion from Fraser Mackenzie Limited, that the consideration to be paid to shareholders pursuant to the Offer is fair from a financial point of view. The Xenos Board of Directors has unanimously determined that the Offer is in the best interest of Xenos shareholders and has recommended acceptance of the Offer.

Formal documentation relating to the take-over bid is expected to be mailed by Actuate in mid to late December 2009, according to the company. The Offer will be open for acceptance for a period of not less than 36 days and will be conditioned upon, among other things, valid acceptance of the Offer by Xenos shareholders owning not less than 66 2/3 percent of the outstanding Xenos shares (calculated on a fully-diluted basis). In addition, the Offer will be subject to certain customary conditions, including the absence of any material adverse change with respect to Xenos. Actuate may waive the conditions of the Offer in certain circumstances.

If its Offer is successful, Actuate has agreed to take steps available to it under relevant corporate and securities laws to acquire any remaining outstanding Xenos shares.

Xenos also released its preliminary unaudited financial results for the 2009 fiscal year, and expects to release its audited results on or about Dec. 17.

Pagemill Partners and Fraser Mackenzie Limited are acting as financial advisors and Borden Ladner Gervais is acting as legal counsel to Xenos Group Inc.

Davies Ward Phillips & Vineberg and Wilson Sonsini Goodrich & Rosati, PC are acting as legal counsel to Actuate Corp.

More Information:

www.birt-exchange.com

www.actuate.com

www.xenos.com

((Comments on this story may be sent to health@closeupmedia.com))

Related terms: acquisition, ceo, corporate, earnings, financial results, gaap, health, legal, president, sales, securities, software, technology