Geac Computer Corporation Limited

Geac Computer Corporation Limited

August 25, 2005 13:54 ET

GEAC Sends Letter to Shareholders

MARKHAM, Ontario & SOUTHBOROUGH, Mass.--(CCNMatthews - Aug 25, 2005) -

Geac Computer Corporation Limited (TSX: GAC and NASDAQ: GEAC) announced today that it is mailing the following letter to shareholders:

August 25, 2005

Dear Fellow Geac Shareholder:

I am writing to ask for your support at Geac's annual meeting of
shareholders on Tuesday, September 13, 2005.


As you may know, Eric Rosenfeld of the New York activist hedge fund
Crescendo Partners has nominated himself and one of his associates,
Dennis J. Conroy, for election to your Company's board of directors.
Geac's Board of Directors and management unanimously recommend that
you DO NOT support Mr. Rosenfeld or Mr. Conroy.

Please DO NOT sign or return Crescendo's gold proxy form. Just IGNORE
Crescendo's gold proxy form or any form marked "Gold." We urge you to
re-elect Geac's eight nominees by voting FOR all eight on the enclosed
WHITE proxy and to return ONLY the WHITE proxy in the enclosed
postage-paid envelope.

Your Board is focused on continuing to deliver value to Geac
shareholders. In fact, since Geac's current leadership was installed
by the Board approximately two years ago, Geac's financial performance
has improved dramatically and its share price has more than doubled,
far exceeding all relevant indices.


Geac's share price has appreciated by 129% to C$12.14 on August 22,
2005 from C$5.29 on July 17, 2003. By comparison, the NASDAQ, the TSX
Composite Index, and the Software Benchmark increased only 26%, 49%,
and 26% respectively, over the same period.

Your share price has appreciated because Geac's financial results have
improved significantly during the last two fiscal years since I became
Chief Executive Officer. Net earnings have increased 141%, to $77.0
million, or $0.87 per diluted share, for the year ended April 30,
2005, up from $31.9 million, or $0.39 per diluted share, for the year
ended April 30, 2003. During the same two-year period, EBITDA margin
increased to 22.5% from 16.1%, and cash and short-term investments
more than doubled to $188.2 million from $89.8 million.


Your Board is independent, cohesive and highly experienced, and, along
with the management team, dedicated to supporting Geac's success
through responsible and well-considered strategic actions that create
and return value to all shareholders. The two directors targeted by
Crescendo for removal, Robert L. Sillcox and Michael D. Marvin,
provide valuable expertise to our Board. Mr. Sillcox, Chairman of the
Audit Committee, has over 40 years of experience as an investment
professional. Mr. Marvin is an experienced software company executive
and investor.

We know you expect your Company to act responsibly and in your best
interest to maximize the value of your investment -- and this Board
and management team have delivered for shareholders.

Our strategy to enhance shareholder value:

-- Continue building Geac's revenue growth engine. We have begun
to see the evidence of our work through internally developed
products growing as a percentage of revenue, multiple products
combined into larger solution sales, and performance
management functionality as a differentiated solution.

-- Continue to reduce costs. We are currently developing plans to
deliver greater value to our customers by offshoring more R&D
development especially as we grow new products, streamline our
support and product development groups, and fine tune other
areas of operations.

-- Seek acquisitions that fit our strategy. We have been very
diligent in evaluating a number of potential strategic
acquisitions that will increase our competitiveness, grow our
license revenue base, and scale the business.


Mr. Rosenfeld of Crescendo has very limited experience as a director
of a large, established, successful company and is well known for
seeking short-term economic gain for himself without consideration for
anyone else or for the long-term consequences for the company. We
believe Crescendo's agenda is extremely self-serving, could
potentially destroy shareholder value and does not represent the
interests of other Geac shareholders.

Crescendo has not offered any new ideas to improve Geac. Its platform
consists of two suggestions, both of which are already in process at

-- Mr. Rosenfeld says he and his colleague need to be on the Geac
Board so that Geac will hire an investment banker to explore
"all available options" for the Company. In fact, Geac has
been working with Bear, Stearns & Co. since late 2004 on
acquisition and overall strategic reviews in order to increase
shareholder value.

-- Mr. Rosenfeld says he and his colleague need to be on the Geac
Board because he is worried that Geac will pay too much for
acquisitions, yet he has no factual basis for that concern.
This Board and management have been disciplined and prudent in
the execution of our acquisition strategy and in identifying
opportunities that would provide long-term value to the
Company and its shareholders. In fact, we purchased Comshare,
our most recent acquisition, for .66 times revenue, which was
a multiple well below comparable transactions at the time. As
previously disclosed, over the last nine months, we also
backed away from two potential, large acquisitions of leading
software providers after conducting extensive due diligence
because we refuse to overpay.

We believe Mr. Rosenfeld's irresponsible approach is contrary to our
shareholders' best interest, and that adding him and Mr. Conroy to
Geac's Board would be disruptive to the Company and the execution of
our strategic plan. Since beginning his proxy contest, Mr. Rosenfeld

Demanded that the Board ignore its established governance and director
nominating processes and immediately appoint him and another candidate
to Geac's Board.

-- Misrepresented the credentials of his original Board nominee,
Gerry Smith. Described in Crescendo's original proxy as a
Venture Partner of Updata Partners, a technology-focused
private equity firm, in actuality Mr. Smith never had a formal
relationship with Updata Partners, Update Capital or any of
their affiliates. In fact, Updata has publicly endorsed
Michael Marvin, a director that Crescendo has targeted to be
replaced by its nominees.

-- Replaced Mr. Smith a few days later with Mr. Conroy as a
director nominee "due to a conflict of which (Mr. Smith) was
not previously aware."


Don't just take our word for it. Here is what our analysts and
shareholders have to say:

"'I'd say I'd stick with management." "They've done a good job." The
recent actions by Crescendo are "interfering and opportunistic at this
point in time," he added.'"

- Norrep Fund and Norrep II Fund portfolio manager Randy Oliver,
as quoted in Dow Jones Newswires, August 24, 2005

"We believe that Geac's current management and board have done a good
job building shareholder value - the primary evidence being a 134%
increase in the stock price since August 2003, when the majority of
the new management team joined the company. The Crescendo proxy
truncates the company's share price performance at the end of April
2004 (leaving out the most recent fiscal year), and thereby
significantly understates management's ability to generate shareholder

- Versant analysts Tom Liston and Nicolas Rimbert, August 23, 2005

"They've outperformed peers, and I just can't imagine what's broken
and needs to be fixed."

- Fund manager, commenting on Geac's performance and Crescendo
Partners' push for board seats, as quoted in the Globe & Mail, August
18, 2005

"Geac's stock has been on an upward trajectory over the past four
years...The stock has moved steadily higher as the company is back on
a solid financial footing and is rapidly building its cash
position...Despite the stock having shown such strength over the past
few years, senior management clearly remain committed to the company
and confident in the outlook, with many having recently completed open
market purchases of the stock."

- CIBC analyst Paul Lechem, August 15, 2005

"Our view is that Geac has executed upon a significant cost reduction
effort over the past several years which has marked a rebound in free
cash flow generation."

- Scotia Capital analysts Paul Steep and Kris Thompson, August 15,

"Geac's (FY2005) results bettered both our NBF and consensus
estimates. More importantly, Geac's transformation from a caretaker of
declining maintenance revenue to one focused on growth via licenses
was reaffirmed."

- National Bank Financial analysts Richard Tse & Dean McPherson,
June 22, 2005.


YOUR VOTE IS IMPORTANT! Enclosed you will find a WHITE proxy form with
which to vote. Only Geac's WHITE proxy form allows you to vote to
reelect the full Geac Board. We urge you to vote FOR all eight Geac
nominees on Geac's WHITE proxy form and to sign, date and return ONLY
the WHITE proxy in the enclosed postage-paid envelope. Please throw
away any proxy forms or voting instructions that may be sent to you by
Crescendo Partners.

If you have already voted using Crescendo's gold proxy form or any
form with "Gold" printed on it, you can revoke that proxy
automatically by voting FOR all eight Geac nominees on the enclosed
WHITE proxy, then sign, date and return ONLY the WHITE proxy in the
enclosed postage-paid envelope. Only your latest dated proxy form
counts, so return Geac's WHITE form today to vote for all eight Geac

If you have questions or need assistance voting, please call Geac's
proxy solicitor, Georgeson Shareholder Communications, toll-free at
(866) 765-7561.

Thank you for your support.


Charles S. Jones
President and Chief Executive Officer
Geac Computer Corporation Ltd


Further information is provided in Geac's 2005 management proxy
circular, previously sent to you, which is also available in the
Investor's section of the company's website.

To the extent that independent industry researchers, financial
analysts or Geac commissioned research are quoted in these proxy
materials, it is Geac's policy to use reasonable efforts to verify the
source and accuracy of the quote. Geac has not, however, sought or
obtained the consent of the quoted source to the use of such quote as
proxy soliciting material. These materials contain expressions of
opinion and belief. Except as otherwise expressly attributed to
another individual or entity, these opinions and beliefs are the
opinions and beliefs of Geac.

This document contains forward-looking statements of Geac's
intentions, beliefs, expectations and predictions for the future.
These forward-looking statements often include use of the future tense
with words such as "will," "may," "intends," "anticipates," "expects"
and similar conditional or forward-looking words and phrases. These
forward-looking statements are neither promises nor guarantees. They
are only predictions that are subject to risks and uncertainties, and
they may differ materially from actual future events or results. Geac
disclaims any obligation to update any such forward-looking statements
after the date of this release. Among the risks and uncertainties that
could cause a material difference between these forward-looking
statements and actual events include, among other things: our ability
to increase revenues from license sales, cross-sell into our existing
customer base and reduce customer attrition; whether we can identify
and acquire synergistic businesses and, if so, whether we can
successfully integrate them into our existing operations; whether we
are able to deliver products and services within required time frames
and budgets to meet increasingly competitive customer demands and
performance guarantees; risks inherent in fluctuating international
currency exchange rates in light of our global operations and the
unpredictable effect of geopolitical world and local events; whether
we are successful in our continued efforts to manage expenses
effectively and maintain profitability; our ability to achieve revenue
from products and services that are under development; the uncertain
effect of the competitive environment in which we operate and
resulting pricing pressures; and whether the anticipated effects and
results of our new product offerings and successful product
implementation will be realized. These and other potential risks and
uncertainties that relate to Geac's business and operations are
summarized in more detail from time to time in our filings with the
United States Securities and Exchange Commission and with the Canadian
Securities Administrators, including Geac's most recent quarterly
reports available through the website maintained by the SEC at and through the website maintained by the Canadian
Securities Administrators and the Canadian Depository for Securities
Limited at

About Geac

Geac is a leading global provider of software and services for
businesses and governmental bodies providing customers with financial
and operational technology solutions to optimize their financial value
chain. Further information is available at or
through email at

Geac trades on the Toronto Stock Exchange under the symbol "GAC" and
on the NASDAQ National Market under the symbol "GEAC".

Contact Information

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