chinadotcom Subsidiary CDC Software Submits Definitive Offer to Acquire Pivotal Corporation HONG KONG, Dec. 1 /PRNewswire-FirstCall/ -- CDC Software Corporation ("CDC Software"), a wholly owned subsidiary and software unit of chinadotcom corporation (Nasdaq: CHINA; Website: http://www.corp.china.com/), a leading integrated enterprise software and mobile applications company in China and internationally, today announced that it has submitted a signed, definitive agreement to acquire Pivotal Corporation ("Pivotal") by way of either an all-cash or a cash-and-stock transaction. 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, with over 1,600 clients worldwide. Under the terms of the agreement, 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; or (2) US$2.14 comprised of US$1.00 cash plus US$1.14 of common shares of chinadotcom corporation; 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. Pivotal announced today that the Special Committee of the Board of Directors of Pivotal has determined that the offer is a 'superior transaction' within the meaning of the current arrangement agreement with the Oak Group. Under the terms of Pivotal's agreement with the Oak Group, CDC Software understands that its offer has been delivered by Pivotal to the Oak Group to allow the Oak Group until the end of the day on Thursday, December 4, 2003 to amend their existing offer so that the amended Oak Group transaction would, if consummated, be reasonably likely to result in a transaction which is as favorable from a financial point of view to Pivotal shareholders as CDC Software's offer. CDC Software's offer remains irrevocable and open for acceptance by Pivotal until 12:00 noon (Vancouver time) on December 5, 2003. "We are pleased with the decision of the Pivotal Special Committee. After having conducted an intense period of due diligence on Pivotal to supplement our prior analysis, we are pleased to be able to make a definitive offer along similar economic terms as our previously announced proposal to Pivotal and its shareholders," said Daniel Widdicombe, Chief Financial Officer of chinadotcom corporation. The proposed acquisition of Pivotal represents an important part of CDC Software's strategy to establish its position as a leading international provider of Enterprise Resource Planning (ERP) software products and services, with a focus on the export manufacturing sector. CRM applications are a critical component of an extended ERP product offering, and Pivotal's broad suite of marketing, sales, service and partner management capabilities complement perfectly with CDC Software's existing ERP, Supply Chain Management (SCM) and Human Resources and Payroll product offerings, which currently have limited CRM functionality. With the addition of Pivotal as its CRM platform, CDC Software will continue to implement its strategy of focusing on acquisitions with high margins and recurrent revenue streams in the mission- critical software solutions sector. chinadotcom notes that there is no assurance that Pivotal will accept its offer, particularly given the Oak Group's rights as summarized above, or even if Pivotal does accept, whether the transaction underlying the offer will be consummated. The transaction is subject to the final approval by Pivotal's shareholders, certain regulatory approvals and customary closing conditions. The financial impact on chinadotcom's earnings will be determined based on the timing of the closing of the transaction. This communication is not a solicitation of a proxy from any security holder of Pivotal. Nor is this communication an offer to purchase nor a solicitation of an offer to sell securities. About chinadotcom corporation and CDC Software chinadotcom corporation (Nasdaq: CHINA; Website: http://www.corp.china.com/) is a leading integrated enterprise software and mobile applications company focused on two of the fastest growing business segments -- manufacturing and mobile - in China and internationally. The company has over 1,000 employees with operations in over 14 countries. CDC Software, a wholly owned subsidiary, is focused on the large manufacturing for export sector in China, as well as internationally. Recently it completed the acquisition of a controlling stake in Industri Matematik International ("IMI"), an international provider of mission critical SCM software for multinationals and large enterprises, based in New Jersey, U.S. with key operations in the U.S and Europe. In addition, the company has established strategic partnerships with leading international software vendors to localize and resell their software products throughout the Asia Pacific region. It currently has over 1,000 customer site installations and 600 enterprise customers in China and internationally. The company recently announced the intention to acquire Ross Systems, Inc. ("Ross"), a NASDAQ- listed global provider of enterprise software for process manufacturers based in Atlanta, U.S. with significant subsidiary operations in Western Europe. It expects to conclude the acquisition of Ross by no later than the first quarter of calendar year 2004, subject to Ross' shareholder approval and certain regulatory approvals. CDC Outsourcing, a wholly owned subsidiary, aims to take advantage of the global trend of companies looking to outsource to China by positioning its CMM (Capability Maturity Model) Level 3 certified Software Development Center's capabilities as an outsourcing conduit for economical, high-quality software development for the large customer base of our acquired companies. Its current outsourcing capability includes operations in the United Kingdom, Australia, and the US, with some 350 consultants, complemented by a partnership with vMoksha in India with over 500 more outsourcing staff servicing software companies internationally. For more information about chinadotcom corporation, CDC Software and CDC Outsourcing, please visit the Web site http://www.corp.china.com/ . Safe Harbor Statements This communication is not a solicitation of a proxy from any security holder of Pivotal. Nor is this communication an offer to purchase nor a solicitation of an offer to sell securities. Any offer will be made only through an exchange offer statement, information circular, proxy statement or similar document. Investors and security holders are strongly advised to read such document regarding the proposed all-cash or cash-and-stock transaction referred to in this communication, if and when such document is filed and becomes available, because it will contain important information. Any such document would be filed by CDC Software with the United States Securities and Exchange Commission ("SEC"). Investors and security holders may obtain a free copy of such document (if and when filed and available) and other relevant documents related to the proposed all-cash or cash-and-stock transaction on the SEC's web site at: http://www.sec.gov/ . Any such document and related materials may also be obtained for free by directing such requests to CDC Software at the contact details set forth below. CDC Software and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Pivotal security holders in favor of the proposed transaction, should CDC Software solicit such proxies. Information regarding the security ownership and other interests of CDC Software's executive officers and directors will be in included in any such exchange offer statement, information circular, proxy statement or similar document. This press release includes certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on chinadotcom management's current expectations and are subject to risks and uncertainties and changes in circumstances. All forward-looking statements included in this press release are based upon information available to chinadotcom as of the date of the press release, and it assumes no obligation to update or alter its forward looking statements whether as a result of new information, future events or otherwise. Further information on risks or other factors that could affect chinadotcom's results of operations is detailed in its filings with the SEC, including the Annual Report for the year ended December 31, 2002 on Form 20-F filed on June 16, 2003 and the Form 6-K filed on October 3, 2003 which contain revised and updated sections of the Form 20-F. DATASOURCE: chinadotcom corporation CONTACT: Media Relations - Jane Cheng, Public Relations Manager, +852-2961-2750, or fax, +852-2571-0410, or , Investor Relations - Craig Celek, Vice President, Investor Relations, +1-212-661-2160, or fax, +1-973-591-9976, or , both of chinadotcom corporation Web site: http://www.corp.china.com/

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