chinadotcom corporation and Ross Systems, Inc. announced yesterday that the currently scheduled closing date for the acquisition of Ross Systems by chinadotcom is 10:00 a.m. EDT on August 26, 2004.
The average closing price of chinadotcom shares for the 10 trading days preceding the second trading day before the anticipated closing date is US$4.31. As a result, the exchange ratio for stockholders of Ross Systems who elected to receive US$19.00 in a combination of cash and chinadotcom shares in connection with the merger is 3.25.
Because the 10-day average closing price for chinadotcom shares was below US$8.50, chinadotcom has the option to adjust the exchange ratio to increase the amount of cash and decrease the number of chinadotcom shares to be received by Ross stockholders who elected to receive a combination of cash and chinadotcom shares as merger consideration. In the event chinadotcom exercises its option to adjust the exchange ratio, it will deliver notice to Ross Systems of the adjusted exchange ratio prior to the closing date. In such case, Ross Systems stockholders would still be entitled to receive US$19.00 in a combination of cash and chinadotcom shares for each share of Ross Systems common stock, but would receive more than US$5.00 in cash per share and less than US$14.00 worth of chinadotcom shares for each share of Ross Systems common stock.