Filed by Ross Systems, Inc.
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Ross Systems, Inc.
Commission File No. 000-19092
This filing relates to a planned merger between chinadotcom corporation and Ross
Systems, Inc. pursuant to the terms of an Agreement and Plan of Merger, dated as
of September 4, 2003 and amended as of October 3, 2003 (the "merger agreement"),
by and among chinadotcom, Ross, and CDC Software Holdings, Inc., a newly formed,
wholly owned subsidiary of chinadotcom. The merger agreement is on file with the
Securities and Exchange Commission as an exhibit to the Current Report on Form
8-K filed by Ross on September 5, 2003. The amendment is on file with the SEC as
an exhibit to the Current Report on Form 8-K filed by Ross on October 14, 2003.
ON OCTOBER 16, 2003, ROSS SYSTEMS, INC. DISTRIBUTED THE
FOLLOWING INFORMATION TO ALL EMPLOYEES, WORLD WIDE:
Employee email
10/16/03
Subject: Ross/CDC Software Merger
Hello Everyone;
Just over a month ago I shared with you the exciting news that we had signed a
definitive agreement to merge with CDC Software a division of chinadotcom. At
that time I also promised to keep you updated as we progressed toward closing
which we anticipated taking place no later than the end of the first calendar
quarter of 2004. I am pleased to report that we remain on schedule to complete
the merger within that time frame. The sooner the better from our perspective;
the Securities and Exchange Commission (SEC) review of the transaction is
currently underway and involves an iterative process to respond to specific
questions that might arise during the review. In short, moving to the phase of
shareholder approval is contingent upon SEC approval and we cannot predict
exactly how long that process will take. Chinadotcom's Registration Statement on
Form F-4 (the document describing the proposed merger) was filed last week and
we have received word that the SEC has assigned a reviewer so the process is
started and we will act expeditiously to move it along. The drafting of the F-4
required a major commitment from our Finance Department as well as a great deal
of professional support from BDO Siedman our audit firm along with King &
Spalding LLP, our outside legal counsel, here in Atlanta. It was a huge
undertaking and I would like to personally thank all those who worked hard to
produce a timely and professional filing.
Once we have SEC approval we will move forward with a shareholder vote to secure
their approval. Certain major stockholders as a condition of the transaction
have already voted yes for the merger representing approximately 23% of the
outstanding shares. The shareholder voting process begins with the mailing of a
proxy statement to all Ross shareholders describing the transaction and asking
for their approval. We will allow at least 20 business days for the process
which will conclude with the annual shareholders meeting where the votes are
tallied. Approval will require an additional 27% of the shares to vote yes.
In addition to the work necessary to finalize our merger we have also begun
initiatives to gain early synergies from the combined organizations. Senior
management meetings with the chinadotcom executives are taking place on a weekly
basis and have proved valuable in sharing information and coordinating our
activities during this transition period. Eric Musser has visited the CDC
development center in Shanghai and came back with a series of great ideas for
leveraging the talent he discovered. The recently announced joint venture to
produce an Analytics tool for iRenaissance is but one example of the
opportunities that we will be capitalizing on in the coming months. Likewise,
Richard Thomas is in Hong Kong this week working with the CDC Software team to
develop a pipeline of business in Greater China. Early indications are promising
and our expectations remain high that we will soon be in position to be closing
business in the
region. All in all things are moving along nicely and our vision of new
opportunities for everyone driven by era of growth is now one step closer to
fruition.
I had originally planned on providing you with this update on Friday during our
scheduled employee teleconference but in retrospect I concluded that an email
would be a more efficient way of making sure everyone was up to speed on our
progress. We will therefore cancel the update planned for this Friday and will
plan on conducting our next update in conjunction with our normal quarterly
employee communications meeting. In the meantime if there are any major
developments I will pass them along in a timely fashion. If you have question
about this email or the merger in general please feel free to give me a call or
drop me an email and I will be happy to answer your questions.
Regards,
/s/ J. Patrick Tinley
---------------------
J. Patrick Tinley
Chairman & CEO
Safe Harbor Statements
----------------------
Statements in this document which express that Ross Systems, Inc. "believes,"
"anticipates," "expects," "estimates," "plans," or "should" and other statements
which are not historical fact, are forward-looking statements within the meaning
of "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Actual events or results may differ materially as a result of risks and
uncertainties, including the risk that the merger with chinadotcom corporation
will not be completed, the risk that expected benefits of the merger may not be
realized, risks related to quarterly fluctuation of Ross' software product
license revenue, weakening of customer demand for enterprise systems, Ross'
maintenance of a minimal backlog, the uncertainty of demand for new product
offerings by Ross and chinadotcom, and other risks and uncertainties described
in reports filed by Ross and chinadotcom with the SEC. Further information on
risks or other factors that could affect the merger or chinadotcom's results of
operations is detailed in the Registration Statement on Form F-4 relating to the
merger, filed by chinadotcom with the SEC on October 6, 2003, and further
information on risks or other factors that could affect Ross' results of
operations is detailed in Ross' Annual Report on Form 10-K for the year ended
June 30, 2003 filed by Ross with the SEC on September 24, 2003. We caution that
there can be no assurance that actual results or conditions will not differ
materially from those projected or suggested in the forward-looking statements
in this document, and Ross has no intent or obligation to update these
forward-looking statements.
Ross and its directors, executive officers and employees may be soliciting
proxies from its stockholders to vote in favor of the transaction. Information
concerning persons who may be considered participants in the solicitation of
Ross' stockholders under SEC rules is set forth in the Annual Report on Form
10-K for the year ended June 30, 2003 and Ross' Annual Meeting Proxy Statement,
filed by Ross with the SEC on October 15, 2002.
In connection with the transaction, on October 6, 2003, chinadotcom filed a
registration statement on Form F-4 with the SEC, which contains a preliminary
form of the prospectus/proxy statement that Ross will mail to its stockholders
in connection with the shareholder meeting to approve the merger. We urge you to
read the prospectus/proxy statement, and any other materials filed by
chinadotcom or Ross in connection with the merger, when and as they become
available, because they contain or will contain important information about
chinadotcom, Ross and the merger. These documents may be obtained free of charge
(each, when available) at the SEC's website at www.sec.gov. In addition, Ross
stockholders may obtain free copies of the documents that Ross files with the
SEC by contacting Ross Investor Relations at Ross Systems, Inc., Attention:
Investor Relations, 2 Concourse Parkway, Suite 800, Atlanta, Georgia 30328,
(770) 351-9600.