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Wednesday September 20, 11:30 am Eastern Time
Formula Systems (1985) Ltd. to Commence Tender Offer for ForSoft Ltd. Ordinary Shares
HERZLIYA, Israel - Formula Systems (1985) Ltd.,
(Nasdaq: FORTY - news), a leading provider of information technology products,
solutions and services, today announced its intention to commence a cash
tender offer as soon as practicable for the ordinary shares of ForSoft Ltd.
(Nasdaq: FORS - news) not already owned by Formula for $9 per share.
Formula is
currently the holder of 67% of ForSoft's issued and outstanding ordinary
shares.
Dan Goldstein, Chairman of Formula, said: "Our decision to take private
our Nasdaq- listed subsidiary ForSoft is based on our long term plans for
ForSoft as well as for Formula itself.
Trying to build a healthy, profitable
company for the long run under the quarterly pressures of the market is a
difficult mission.
The direct and indirect costs of conducting a public
company in these stages of its life cycle might not allow the extraction of
all potential benefits for existing investors.
Therefore, Formula has decided
to offer ForSoft's shareholders a substantial premium over today's market
price and to commence a cash tender offer as soon as practicable for $9 per
share, with the intention of delisting ForSoft and restructuring the company
within the Formula Group as a privately held company."
ForSoft Ltd. (Nasdaq: FORS - news):
ForSoft is a leading provider of large scale Information Technology
solutions and services for large organizations in growing vertical markets.
The company focuses on e-Business driven IT solutions for the Telecom,
Banking, Insurance, Retail and Travel markets.
The company integrates
Internet and e-Commerce technology across mission critical legacy systems,
utilizing its over 18 years accumulated practical full service experience in
system integration, software development projects, outsourcing and
professional services.
Formula Systems (1985) Ltd. (Nasdaq: FORTY - news):
Formula Systems (1985) Ltd., is a global information technology company
principally engaged, through its subsidiaries and affiliates, in providing
software consulting services, developing proprietary software products and
providing computer-based business solutions.
Cautionary Statement About Forward-Looking Statements:
Statements contained in this press release, which are not historical
facts, are forward-looking statements subject to the risks and uncertainties
as discussed more fully in the companies' filings with the Securities and
Exchange Commission, including their most recent Form 20-F.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release concerning the long-term plans for the
companies and the future extraction of potential benefits for existing
investors constitute forward-looking statements.
Such statements involve
various risks that may cause actual results to differ materially.
These risks
and uncertainties include, but are not limited to: market demand for the
companies' products, dependence on strategic partners, integration of new
business, successful implementation of the companies' products, economic and
competitive factors, international market conditions, management of growth,
technological developments, the ability to finance operations and other
factors which are detailed in the companies' Securities and Exchange
Commission filings.
Neither Formula nor ForSoft undertakes any obligation to
publicly release any revision to any forward-looking statement.
Notice to Read Tender Offer Documents:
A Tender Offer Statement on Schedule TO will be filed by Formula and a
Solicitation/Recommendation Statement on Schedule 14D-9 will be filed by
ForSoft with the Securities and Exchange Commission.
You are urged to read
the Tender Offer Statement and any other relevant documents to be filed with
the Commission.
The Tender Offer Statement will contain important information
that you should consider before making any decision regarding the tender offer
and related transactions.
The Tender Offer Statement and other documents to
be filed with the Commission by Formula will be available free of charge from
Formula by directing a request to Formula Systems (1985) Ltd., 3 Hagalim
Boulevard, Herzlia 46725, Israel.
In addition, the
Solicitation/Recommendation Statement on Schedule 14D-9 and other documents to
be filed with the Commission by ForSoft may be obtain free of charge from
ForSoft by directing a request to ForSoft Ltd., 3 Hagalim Boulevard,
Herzlia 46725, Israel.
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