CDC Software Corporation (CDC Software), a wholly owned subsidiary and software unit of chinadotcom corporation, an integrated enterprise software and mobile applications company in China and internationally, recently announced that it had signed a definitive agreement to acquire Pivotal Corporation (Pivotal) by way of either an all-cash or a cash-and-stock transaction.

Pivotal is expected to present the agreement for Pivotal shareholders to vote in a shareholders meeting expected to be scheduled in February 2004. Pivotal is a leading international Customer Relationship Management (CRM) company that provides a complete set of highly flexible, powerful CRM applications and implementation services for mid-sized enterprises, licensed to over 1,600 clients worldwide.

As the cornerstone of CDC Software's CRM strategy, Pivotal will be expected to continue to strategically invest in its future and enhance its leadership position in mid-enterprise CRM. The many synergies, which are anticipated to result in accretive results, include cross-selling solutions into the enlarged customer base of over 3,200 accounts worldwide combining Ross and Pivotal in the future, expanding Pivotal's Asian business by leveraging CDC Software's established distribution capability, and augmenting Pivotal's offshore capabilities in India by accessing chinadotcom's cost-effective India and China-based offshore resources.

While pursuing many synergies, CDC Software will continue to strategically invest in Pivotal, including specific initiatives in product development, marketing, services innovation and technical support. Pivotal is planned to be operated as a distinct business unit within CDC Software with the Pivotal executive team continuing and headquarters remaining in Vancouver. Once the acquisition of Pivotal is effective, CDC Software will look at cross-selling and product development synergies to be achieved between Pivotal and CDC Software's existing software companies including Industri-Matematik International (IMI), CIP Software and the company's pending acquisition of Ross Systems.

Under the terms of the signed, definite agreement to acquire Pivotal, CDC Software is offering to acquire all of the outstanding shares of Pivotal under a plan of arrangement that will, subject to certain conditions, permit Pivotal shareholders to elect to receive, for each Pivotal share, either (1) US$2.00 in cash, for a total consideration including related expenses of approximately US$55 million; or (2) US$2.14 comprised of US$1.00 cash plus US$1.14 of common shares of chinadotcom corporation, for a total consideration including related expenses of approximately US$59 million, with a maximum approximately 3.4% increase in chinadotcom's common shares outstanding; the value of the share portion of this option will be calculated using the average closing price of the chinadotcom shares on the Nasdaq National Market over the ten trading day period ending two days prior to closing, and there are no caps or collars applicable to the calculation.

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