Onyx (ONXS) announced that a Special Committee of its Board of Directors, comprised of independent directors and formed for the purpose of evaluating the unsolicited proposal from China-based CDC Corporation (CHINA), has unanimously rejected the proposal and has communicated this decision to CDC.

Onyx says it first received an unsolicited proposal from CDC on December 6, 2005. In mid-December the parties agreed to meet on December 30, 2005 to discuss the CDC proposal.

Based upon discussions at that meeting, and upon subsequent assessment of the proposal, Onyx's Special Committee has determined that the proposal from CDC is not in the best interests of Onyx shareholders.

In particular, Onyx says that the CDC Software division assets are performing poorly, as evidenced by lower reported 2005 license growth compared to Onyx, and CDC lacks a sustained history of profitable operations and has a poor track record of delivering shareholder value.

Onyx also says that CDC has so far been unable to achieve synergies among the CDC Software assets it has proposed to combine with Onyx, as demonstrated by the steadily decreasing valuation of CDC since the Ross and Pivotal acquisitions.


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